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Corporate Governance

The internal regulations governing Carl Zeiss' corporate management – such as the Foundation's constitution and the rules of internal procedure for the Executive Board and Supervisory Board – coincide to a large extent with the Code's recommendations. The interaction of the Executive and Supervisory Boards, in particular, is aimed at safeguarding the company's continuity and sustainable value creation as specified by its standards.

Declaration of Compliance 2013

Declaration by the Management Board and the Supervisory Board of Carl Zeiss Meditec AG on the German Corporate Governance Code in accordance with Section 161 Stock Corporation Act (AktG).

Pursuant to Section 161 AktG the Management and Supervisory Boards of Carl Zeiss Meditec AG are obliged to submit an annual declaration stating that the recommendations of the “Government Commission on the German Corporate Governance Code” have been complied with. This declaration must be made permanently accessible to shareholders.

The Management Board and Supervisory Board declare that since the last declaration of conformity dated 29 November 2012, Carl Zeiss Meditec AG has conformed to all the recommendations of the Government Commission on the German Corporate Governance Code in its version dated 26 May 2010, as published by the German Federal Ministry of Justice in the official section of the electronic Federal Gazette, with just one exception (section 5.4.1). In addition, the Management Board and Supervisory Board of Carl Zeiss Meditec AG declare that all recommendations of the Code in its amended version dated 15 May 2012 were and are being complied with, with just two exceptions.

The following exceptions apply
Section 5.4.1 of the German Corporate Governance Code stipulates that the Supervisory Board shall set specific targets for its composition, which – taking the company-specific situation into account – shall consider the international activities of the Company, potential conflicts of interest, the number of independent Supervisory Board members within the meaning of Section 5.4.2, an age limit to be defined for Supervisory Board members, and diversity. These targets should also, in particular, include a reasonable number of women on the Supervisory Board.

The Supervisory Board of Carl Zeiss Meditec is of the opinion that the composition of the Supervisory Board should, first and foremost, be geared to the interests of the Company, and must ensure efficient consulting with and monitoring of the Management Board. When appointing the Supervisory Board of Carl Zeiss Meditec AG, the priority shall therefore be to ensure that the members have the necessary capabilities, skills and specialist qualifications to properly fulfill their duties, and that they have sufficient independence. A leading international enterprise such as Carl Zeiss Meditec must also consider aspects such as internationality and the appropriate participation of women when appointing its Management and Supervisory Boards. Carl Zeiss Meditec has always endeavored to comply with these principles, and shall also take them into account in future decisions when appointing the members of its executive bodies.

Section 5.4.6 of the Code in the version dated 15 May 2012 states, for the first time, that any variable remuneration promised to the members of the Supervisory Board should be tied to the long-term success of the Company.

The remuneration of the Supervisory Board members was reformulated by way of a resolution of the Annual General Meeting dated 12 April 2011. This resolution stipulates variable remuneration dependent upon the Company's earnings per share but not exceeding the level of the fixed remuneration (including the fixed remuneration for the advisory board activities). Art. 19 of Carl Zeiss Meditec AG's Articles of Association contain the detailed regulations.
In its meeting on 4 March 2013, the Supervisory Board re-examined the remuneration of its members following the change to section 5.4.6 of the Code in the revised version of 15 May 2012 and mutually resolved the following: the Supervisory Board shall submit a proposal to next year's Annual General Meeting regarding a change to the Supervisory Board remuneration. This provides for limitation of the Supervisory Board members' remuneration to a fixed amount, thereby complying with section 5.4.6 of the Code.

Jena, 26 March 2013

For the Supervisory Board:
Dr. Michael Kaschke


For the Management Board:
Dr. Ludwin Monz

 


For previous declarations go to the archives           

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Directors´ Dealings

According to § 15a of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) members of the Board of Directors and Supervisory Board of Carl Zeiss AG and Carl Zeiss Meditec AG report the purchase or sales of Carl Zeiss Meditec shares both to the company and to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin).

 

Jena, 17. January 2013 – In its recent meeting, the Supervisory Board adopted the following resolution:

In order to ensure a uniform position with regard to company shares held by members of the Supervisory and Management Board, to enable them to decide independently on personal investment matters and at the same time to prevent possible speculative action in the capital market, the Supervisory Board, in agreement with the Management Board, recommends that Supervisory and Management Board members and related individuals (persons with a close link as per Section 15a (3) WpHG) should not build up holdings of shares in the company in the future. Concerning the existing share holdings of members of the Supervisory and Management Board and related individuals it is recommended that they sell these holdings in the medium term subject to insider trading rules.

Directors' Dealings 2013

23.01.2013
Jörg Heinrich

18.01.2013
Dr. Markus Guthoff

18.01.2013
Dr. Michael Kaschke

18.01.2013
Sylvia Kaschke

Directors' Dealings 2012

10.12.2012
Julia Reim

20.04.2012
Sylvia Kaschke

20.04.2012
Dr. Michael Kaschke

03.04.2012
Sylvia Kaschke

03.04.2012
Dr. Michael Kaschke

05.01.2012
Dr. Wolfgang Reim

04.01.2012
Dr. Wolfgang Reim

Please find previous notifications in the Archive section.

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Directors´ Holdings

According to the information of individual Management and Supervisory Board members each of them does not own more than 1 percent of the shares issued by the Company nor do all Management and Supervisory Board members own more than 1 percent of the shares issued by the Company.

Remuneration of the Board of Management

The remuneration paid to the Board of Management of Carl Zeiss Meditec AG consists of a fixed and a variable portion. The variable portion is split into two components:

The first component is contingent upon the achievement of certain targets for the respective current financial year and the second hears a longterm incentive effect.

The fixed portion of the remuneration paid to the Management Board is not contingent upon the achievement of certain targets. It is paid monthly.

The variable portion of the remuneration, which relates to targets set for the respective financial year, is contingent upon the achievement of certain quantitative and qualitative targets. The quantitative targets, which bear the most weight, are mainly EBIT, free cash flow and Economic Value Added® (“EVA®”), as well as the two non-financial values NPS (Net Promoter Score) and CPO (Customer Perfect Order). Strategic targets agreed individually between the Chairman of the Supervisory Board and the members of the Management Board are also taken into consideration. This portion of the remuneration is paid after the end of the respective financial year. The amount is contingent upon the degree of target fulfilment.

In addition to the two components of the Management Board remuneration mentioned above, there is also a Long Term Incentive Program (“LTIP”), which – after being suspended due to the global financial crisis in financial years 2008/2009 and 2009/2010 – was redefined and reinstated in 2011. This program offers a remuneration component with a long-term incentive, which allows the members of the Management Board to achieve an additional annual income after a three-year period. This amounts to 50 % of the individual short-term variable remuneration for the financial year that precedes the beginning of the term of an LTI tranche, plus interest. A precondition for payment of this remuneration is that the members of the Management Board have not handed in their notice at the end of the applicable three-year period per tranche, and the equity ratio of the Carl Zeiss Group is higher than 20 % at this point. A payment shall be distributed for the first time on 1 December 2014.

Further information about the Board of Management

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Annual Document (WpPG)

Under Art. 10 of the Securities Prospectus Act (Wertpapierprospektgesetz, WpPG), Carl Zeiss Meditec AG is required to publish at least once a year a document containing or referring to all information published by the company in the previous fiscal year.

Annual Document 2011/2012 (WpPG)

Financial Reports interim and annual reports)

a) Interim Reports
9 Month Report 2011/2012    PDF (2.2 MB)
6 Month Report 2011/2012    PDF (2.1 MB)
3 Month Report 2011/2012    PDF (1.9 MB)
 
b) Annual Report 2011/2012
(Contains i.a. Consolidated Financial Statements 2011/2012 and Consolidated Management Report 2011/2012 of Carl Zeiss Meditec Group)

c) Single Entity Financial Statements 2011/2012
(Contains Single Entity Financial Statements 2011/2012 and Management Report 2011/2012 of Carl Zeiss Meditec AG, Jena)

Alternatively, you may access these documents at
www.meditec.zeiss.com/ir (Reports and Publications – Financial Reports)

Directors’ Dealings

In financial year 2011/2012 the following transactions that were notifiable pursuant to the German Securities Trading Act (WpHG):

04-01-2012 Dr. Wolfgang Reim
05-01-2012 Dr. Wolfgang Reim
03-04-2012 Dr. Michael Kaschke
03-04-2012 Sylvia Kaschke
20-04-2012 Dr. Michael Kaschke
20-04-2012 Sylvia Kaschke

Alternatively, you may access all notifiable securities transactions at
www.meditec.zeiss.com/ir (Corporate Governance – Director’s Dealings)

Ad hoc Disclosures

02.04.2012:   Carl Zeiss Meditec expected to report revenue of approximately EUR 432m for the first half of the current financial year

All ad hoc disclosures are accessible at:
www.meditec.zeiss.com, "Reports and Publications -> Ad hoc announcements"

Vote Rights Disclosures

13-03-2012: Massachusetts Mutual Life Insurance Company
08-05-2012: Legg Mason Global Asset Management
17-05-2012: Legg Mason Global Asset Management
17-05-2012: Legg Mason Global Asset Management

Alternatively, all obligatory disclosures are accessible at:
www.meditec.zeiss.com/ir (Corporate Governance – Vote Rights Disclosures)

Annual General Meeting

Invitation to and agenda of the Annual General Meeting 2012.

This information is accessible at: http://www.bundesanzeiger.de,
„Search“ – „Carl Zeiss Meditec“ – „Einladung zur ordentlichen Hauptversammlung“.

Alternatively, this document is accessible at:
www.meditec.zeiss.com/ir – IR Calendar and Events – AGM 2012.

Announcement of Dividend Payment

a) Announcement of dividend payment
Publication in the electronic federal gazette  

This information is accessible at:
www.bundesanzeiger.de (Search – Carl Zeiss Meditec – Dividendenbekanntmachung)
 
Publication of the Deutsche Börse
This information is accessible at:
deutsche-boerse.com
(Price Search – Carl Zeiss Meditec – Company Data)

b) Other information regarding the dividend payment
cf. ad hoc announcement as of 29.11.2012
("Resolution of the Supervisory Board: Planned dividend increase to €0.40“).

Event calendar

14-02-2012 3 Month Report FY 2011/2012
09-03-2012 Annual General Meeting
15-05-2012 6 Month Report FY 2011/2012
14-08-2012 9 Month Report FY 2011/2012
06-12-2012 Annual Report FY 2011/2012
06-12-2012 Analysts’ Conference, Frankfurt/Main, Germany

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Supervisory Board

The Supervisory Board of Carl Zeiss Meditec AG consists of six members whose independency of the company and its Management Board is guaranteed. This means the Supervisory Board is able to advise on and monitor the activities of the Management Board independently.

The Supervisory Board members are elected by the Annual General Meeting.

The Supervisory Board of Carl Zeiss Meditec AG is supported in its work by three committees. These are the General and Personnel Committee which deals with issues surrounding the Company's strategic orientation and prepares the personnel-related decisions of the Supervisory Board. The Supervisory Board is also supported by the Audit Committee whose responsibilities lie in the fields of accounting, risk management and compliance. There is also a Nominating Committee which is responsible for proposing suitable candidates for election to the Supervisory Board.

Personal composition of Supervisory Board of
Carl Zeiss Meditec AG

• Dr. Michael Kaschke, Chairman
• Dr. Markus Guthoff, Deputy Chairman
• Thomas Spitzenpfeil
• Dr. Wolfgang Reim
• Cornelia Grandy
• Jörg Heinrich

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Vote Rights Disclosures
Last Update: 12-April-2013

Noerr LLP, 9-April-2013

Regulatory News: Notification pursuant to Article 26 Section 1 of WpHG, intended for Europe-wide publication

Pursuant to Art. 21 (1) Sentence 1, Art. 22 (1) and Art. 24 WpHG, Noerr LLP, Munich, Germany, informed Carl Zeiss Meditec AG, Jena, Germany, on 09 April 2013, on behalf of its client, Massachusetts Mutual Life Insurance Company, in accordance with Art. 21 (1), 22 (1) and 24 (1) on the following changes in voting rights:

On 04 April 2013, the share of voting rights of OppenheimerFunds, Inc., 6803, S. Tuscon Way, Centennial, CO, United States of America, 80112-3924, in Carl Zeiss Meditec AG, Jena (ISIN DE0005313704, WKN: 531370) fell below the threshold of 3%. On 04 April 2013 the percentage of voting rights of OppenheimerFunds, Inc. amounted to 2.98% (corresponding to 2,422,279 shares of a total of 81,309,610 shares) - rounded on two right-of-comma positions - pursuant to Art. 22 (1) Sentence 1 No. 6 WpHG. Of this percentage of Oppenheimer Funds, Inc., 0.62% is allocated to the Oppenheimer International Small Company Fund and 2.36% to the Oppenheimer Global Opportunities Fund.

On 04 April 2013, the share of voting rights of Oppenheimer Acquisition Corp. 6803 S. Tuscon Way, Centennial, CO, United States of America, 80112-3924, in Carl Zeiss Meditec AG, Jena (ISIN DE0005313704, WKN: 531370) fell below the threshold of 3%. On 04 April 2013 the percentage of voting rights of Oppenheimer Acquisition Corp.  amounted to 2.98% (corresponding to 2,422,279 shares of a total of 81,309,610 shares) - rounded on two right-of-comma positions - pursuant to Art. 22 (1) Sentence 1 No. 6 Sentence 2 WpHG. Of this percentage of Oppenheimer Acquisition Corp., 0.62% is allocated to the Oppenheimer International Small Company Fund and 2.36% to the Oppenheimer Global Opportunities Fund to Oppenheimer Funds, Inc.

On 04 April 2013, the share of voting rights of MM Asset Management Holding LLC, 1295 State Street, Springfield, MA, United States of America, 01111-0001, in Carl Zeiss Meditec AG, Jena (ISIN DE0005313704, WKN: 531370) fell below the threshold of 3%. On 04 April 2013 the percentage of voting rights of MM Asset Management Holding LLC amounted to 2.98% (corresponding to 2,422,279 shares of a total of 81,309,610 shares) - rounded on two right-of-comma positions - pursuant to Art. 22 (1) Sentence 1 No. 6 Sentence 2 WpHG. Of this percentage of MM Asset Management Holding LLC, 0.62% are allocated to the Oppenheimer International Small Company Fund and 2.36% to the Oppenheimer Global Opportunities Fund.

On 04 April 2013, the share of voting rights of MassMutual Holding LLC, 1295 State Street, Springfield, MA, United States of America, 01111-0001, in Carl Zeiss Meditec AG, Jena (ISIN DE0005313704, WKN: 531370) fell below the threshold of 3%. On 04 April 2013 the percentage of voting rights of MassMutual Holding LLC amounted to 2.98% (corresponding to 2,422,279 shares of a total of 81,309,610 shares) - rounded on two right-of-comma positions - pursuant to Art. 22 (1) Sentence 1 No. 6 Sentence 2 WpHG. Of this percentage MassMutual Holding LLC, 0.62% is allocated to the Oppenheimer International Small Company Fund and 2.36% to the Oppenheimer Global Opportunities Fund.

On 04 April 2013, the share of voting rights of Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, MA, United States of America, 01111-0001, in Carl Zeiss Meditec AG, Jena (ISIN DE0005313704, WKN: 531370) fell below the threshold of 3%. On 04 April 2013 the percentage of voting rights of Massachusetts Mutual Life Insurance Company amounted to 2.98% (corresponding to 2,422,279 shares of a total of 81,309,610 shares) - rounded on two right-of-comma positions - pursuant to Art. 22 (1) Sentence 1 No. 6 Sentence 2 WpHG. Of this percentage of Massachussetts Mutual Life Insurance Company, 0.62% is allocated to the Oppenheimer International Small Company Fund and 2.36% to the Oppenheimer Global Opportunities Fund.

Jena, April 2013

Carl Zeiss Meditec AG
The Management Board
Carl Zeiss Meditec AG
Göschwitzer Straße 51-52
07745 Jena

E-mail: investors .meditec @zeiss .com

ISIN: DE0005313704

 

Legg Mason & Co (UK) Limited, 21-May-2012

Regulatory News: Notification pursuant to Article 26 Section 1 of WpHG, intended for Europe-wide publication Legg Mason &Co (UK) Limited, London, Great Britain, informed Carl Zeiss Meditec AG, Jena, Germany, on 17 May 2012 pursuant to Art. 21 Section 1 WpHG that on 17 May 2012 that the percentage of voting rights of Legg Mason, Inc., Baltimore, Maryland, USA, in Carl Zeiss Meditec AG fell below the threshold of 3%. The percentage of voting rights amounted to 2.997% (corresponding to 2,436,656 voting rights) on this date. All these voting rights are attributed to Legg Mason, Inc. pursuant to Art. 22 Section 1 sentence 1 No. 6, in conjunction with sentence 2 of WpHG.

Jena, May 2012.

Carl Zeiss Meditec AG
The Management Board
Carl Zeiss Meditec AG
Göschwitzer Straße 51-52
07745 Jena                                                                                                                                                E-mail: inve stors @meditec .zeiss .com

ISIN: DE0005313704


Legg Mason & Co (UK) Limited, 21-May-2012

Regulatory News: Notification pursuant to Article 26 Section 1 of WpHG, intended for Europe-wide publication Legg Mason & Co (UK) Limited, London, Great Britain, informed Carl Zeiss Meditec AG, Jena, Germany, on 17 May 2012 pursuant to Art. 21 Section 1 WpHG that on 17 May 2012 the percentage of voting rights of Royce & Associates, LLC, New York, NY, USA in Carl Zeiss Meditec AG fell below the threshold of 3%. The percentage of voting rights amounted to 2.997% (corresponding to 2,436,656 voting rights) on this date. All these voting rights are attributed to Royce & Associates, LLC pursuant to Art. 22 Section 1 sentence 1 No. 6 of WpHG.

Jena, May 2012.

Carl Zeiss Meditec AG
The Management Board
Carl Zeiss Meditec AG
Göschwitzer Straße 51-52
07745 Jena                                                                                                                                                E-mail: inve stors @meditec .zeiss .com

ISIN: DE0005313704

Legg Mason & Co (UK) Limited, 09-May-2012

Regulatory News: Notification pursuant to Article 26 Section 1 of WpHG, intended for Europe-wide publication Legg Mason & Co (UK) Limited, London, Great Britain, informed Carl Zeiss Meditec AG, Jena, Germany, on 8 May 2012 pursuant to Art. 21 Section 1 WpHG that on 7 May 2012 the percentage of voting rights of The Royce Fund, Wilmington, Delaware, USA in Carl Zeiss Meditec AG fell below the threshold of 3%. The percentage of voting rights amounted to 2.97% (corresponding to 2,418.460 voting rights) on this date.

Jena, May 2012

Carl Zeiss Meditec AG
The Management Board
Carl Zeiss Meditec AG
Goeschwitzer Straße 51-52
07745 Jena
E-mail: inve stors @meditec .zeiss .com

ISIN: DE0005313704

Massachusetts Mutual Life Insurance Company, 13-Mar-2012

Regulatory News: Notification pursuant to Article 26 Section 1 of WpHG, intended for Europe-wide publication Massaschusetts Mutual Life Insurance Company, Springfield, Massachusetts, USA advised us on 12 March 2012 pursuant to §§ 21 and 24 WpHG that on 29 February 2012 the share of voting rights in Carl Zeiss Meditec AG, Jena, Germany, of MM Asset Management Holding LLC, Springfield, Massachussetts, USA, went above the threshold of 3% and the percentage of voting rights amounted to 3.78% (corresponding to 3,072,860 voting rights) on this date.
3.78% of these voting rights (corresponding to 3,072,860 voting rights) are allocated to MM Asset Management Holding LLC pursuant to § 22 Section 1 Sentence 1 No. 6. Sentence 2 WpHG.

Jena, March 2012

Carl Zeiss Meditec AG
The Management Board
Carl Zeiss Meditec AG
Goeschwitzer Straße 51-52
07745 Jena
E-mail: inve stors @meditec .zeiss .com

ISIN: DE0005313704

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