The regulations of the German Accounting Law Modernization Act - BilMoG (Bilanzrechtsmodernisierungsgesetz) has committed listed stock corporations to issue a declaration on corporate governance within the meaning of Section 289a HGB since 31 December 2009. This declaration includes the declaration of conformity within the meaning of Section 161 AktG, relevant information on corporate governance practices applied which go beyond the statutory requirements, in addition to information of where these are publicly accessible and a description of how the Management and Supervisory Boards work as well as the composition and mode of working of their committees.
In addition, following the enactment of the Law on the Equal Participation of
Women and Men in Leadership Positions (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen) on 6 March 2015, information must also be provided, pursuant to Section 289a (2) Sentence 4 and 5 HGB, on the specification of targets for the proportion of women on the Management Board and the next two levels of management below the Management Board, as well as the deadlines for achieving these targets, and on compliance with the minimum proportions of women and men
on the Supervisory Board.
Declaration by the Management and Supervisory Boards of Carl Zeiss Meditec AG on the German Corporate Governance Code in accordance with paragraph 161 AktG (Stock Corporation Act).
The Management Board and Supervisory Board of Carl Zeiss Meditec AG hereby declare, pursuant to Section 161 (1) Sentence 1 AktG, that since issuing its last Declaration of Conformity on 8 December 2015, Carl Zeiss Meditec AG has conformed and does conform to all recommendations of the Government Commission on the German Corporate Governance Code, as published by the German Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger), in the version dated 5 May 2015 – published in the Federal Gazette on 12 June 2015 – with one exception:
Contrary to Section 5.4.1 Sentence 2 GCGC, the Supervisory Board has not defined any specific objectives for its composition – aside from the legally required target proportion of women – and has not set any control
limit for length of service. Rather, the Supervisory Board of Carl Zeiss Meditec believes that the composition of the board should be geared, first and foremost, to the interests of the Company, and be efficient in advising and
monitoring the Management Board. Accordingly, when appointing the Supervisory Board of Carl Zeiss Meditec AG priority shall therefore be given to ensuring that the members have the necessary capabilities, skills and specialist qualifications to properly fulfill their duties, and that they are independent.
The Supervisory Board also sees no need for change regarding a control limit for the length of service of its members, since the Supervisory Board's rules of procedure already specify an age limit, the members of the
Supervisory Board are mandated for a limited period, and, in view of the Company-specific situation, the expertise of longstanding members of the Supervisory Board should not be categorically dispensed with.
Jena, 5 December 2016
For the Supervisory Board:
Dr. Michael Kaschke
For the Management Board:
Dr. Ludwin Monz
The Carl Zeiss Meditec Group practices responsible corporate governance geared to creating sustained value-added.
It does this based on the strong conviction that sustainable economic success is inextricably linked to compliance with laws and legislation and internal policies.
The close and efficient cooperation between the Management Board and Supervisory Board, open corporate communication and proper accounting also play an important role.
As a company of the ZEISS Group, Carl Zeiss Meditec AG is subject to the provisions of globally applicable Code of Conduct adopted back in 2007, in its current version dated June 2014, which stipulates and explains the basic rules for various areas of business activity.
Carl Zeiss Meditec AG therefore strives not only to consistently achieve its best performance in technological terms, but is also committed to adhering to highest standards in terms of abiding by the "rules" of good and fair conduct in competition and in dealing with our employees and customers.
This Code of Conduct sets out the fundamental ethical principles of conduct and values which govern the actions of both management and employees in their day-to-day work at the Company. The confidence of our business partners, customers, shareholders, authorities and the general public, as well as our competitors in responsible, law-abiding conduct and moral integrity from all of the Group's employees is of the utmost importance for the image and economic success of the Carl Zeiss Meditec Group and the appeal of the ZEISS brand.
The management structure at Carl Zeiss Meditec AG results from the underlying conditions for the Company. As a listed German stock corporation, the Company has a dual management and control structure.
The Management Board, which consisted of three members up until 30 September 2016 and two members since then, runs the Company. It develops and implements strategies, is responsible for the running of business operations and ensures efficient risk management. The Management Board coordinates important decisions with the Supervisory Board. In addition, it regularly informs the Supervisory Board about the Company, its environment, strategy and business development.
The Supervisory Board regularly provides the Company's Management Board with advice on managing the Company, and supervises the Management Board as it conducts business. The Supervisory Board carries out this obligation with dedication, and thus contributes significantly to the Company's success. It supports the Management Board in fulfilling its duties completely and within a reasonable amount of time, and is involved in making key decisions. The Supervisory Board also engages the auditor in line with the resolution passed by the Annual General Meeting.
In accordance with Carl Zeiss Meditec AG's rules of procedure, the Supervisory Board is supported by the work of three committees: the General and Personnel Committee, the Audit Committee and the Nominating Committee.
Further information on the collaboration of the Management and Supervisory Boards, the composition and mode of working of the committees can be found in the Report of the Supervisory Board and the notes to the consolidated financial statements in the 2015/16 Annual Report.
The Supervisory Board supports the objectives of the Law on the Equal Participation of Men and Women in Leadership Positions, as well as the recommendations of the Corporate Governance Code, and has therefore decided upon a gender quota of at least 30% for the Supervisory Board. Two members of Carl Zeiss Meditec AG's six-strong Supervisory Board are currently female, one on the employee representative side and one on the shareholder representative side. The proportion of women on the Supervisory Board is therefore 33%, thus fulfilling legal requirements.
The Supervisory Board has also stipulated specific target quotas for women on the Management Board.
The Supervisory Board has set itself the objective to also increase the participation of women in the Management Board in the medium term; however, it does see any possibility to implement this change in the short term - also due to the downsizing of the Management Board from three to two members, as resolved on 1 August 2016. At its meeting on 17 September 2015, the Supervisory Board therefore resolved, with regard to achieving the target quota of women on the Management Board by 30 June 2017, to formally adhere to the existing quota of zero percent.
To achieve equal participation of women and men in leadership positions, the Management Board considers it essential, in addition to stipulating target quotas for upper-level and top-level management, to increase the proportion of women in upstream management levels, and is accordingly focusing recruitment efforts and internal support measures on this.
The Management Board firmly believes that being able to find a better balance between work and family life is one of the key factors for a more appropriate participation of women in leadership positions. The management is therefore supporting a large number of measures to achieve this objective.
The Management Board believes that the stipulation of target quotas can be reconciled with the primacy of quality in filling specific leadership positions, if the target quota is seen to be a business requirement and an expression of purposeful human resources policy, rather than detailed planning for specific leadership positions.
As of the date of the resolution (22 September 2015) to stipulate the proportion of women at the first management level and second management level below the Management Board, the proportion of women at the first management level was 7.7%, and 21.3% at the second management level. In light of these statistics, on 22 September 2015 the Management Board resolved a target quota of at least 7.7% for the first management level below the Management Board and a target quota of at least 21% for the second management level, to be achieved by 30 June 2017. These quotas had already been met by the end of fiscal year 2015/16.