Zeiss Building

Explanation on Corporate Management

In Accordance with Section 289a HGB

The new 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.

1. Update of Declaration of conformity in accordance with Section 161 AktG

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).

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

2. Information on corporate governance practices

Carl Zeiss Meditec attaches great importance to responsible corporate governance, geared to creating sustained value-added. This is achieved via a close, efficient cooperation between the Management and Supervisory Boards, open corporate communication and proper accounting.

In April 2002, the parent company Carl Zeiss drafted a mission statement for the company. This includes the corporate targets, the fundamental strategy and also corporate values. A Code of Conduct has been derived from the Carl Zeiss Group's corporate values. This Code of Conduct sets out the fundamental ethical principles of behavior and values which govern the actions of both management and employees in their day-to-day work at the Company. The trust of our business partners, customers, shareholders, authorities and the general public as well as our competitors in responsible, law-abiding behavior and moral integrity by all of the Group's employees is of the utmost importance for the image and economic success of Carl Zeiss Meditec and the impact to our "Zeiss" brand. Sustained economic value-added is only possible if moral and ethical values are upheld.

3. Cooperation between the Supervisory Board and Management Board

The management structure at Carl Zeiss Meditec results from the underlying conditions for the Company. As a German listed company, the Company has a dual structure for management and control.

The Management Board of Carl Zeiss Meditec AG, currently consisting of three members, runs the Company. It develops and implements strategies, is responsible for operating business, and ensures efficient risk management. The Management Board coordinates key decisions with the Supervisory Board. In addition, it regularly informs the Supervisory Board about the Company, its environment, its strategy and business growth.

The Supervisory Board regularly provides the Company's Management Board with advice on managing the Company, and supervises the Management Board in performing its business. It is dedicated to performing these obligations, and thus makes a material contribution to the company's success. It supports the Management Board in fulfilling its tasks in full and in a reasonable period, and participates in key decisions. In addition, the Supervisory Board also engages the auditor in line with the resolution by the general meeting.

According to the by-laws of Carl Zeiss Meditec, the Supervisory Board is supported by the work of three committees - the Presiding and Personnel Committee, the Audit Committee and the Nomination Committee.

Further information on how the Management and Supervisory Boards work together, the composition and method 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 2011/2012 annual report.

Thanks to his international experience in medical technology and his activities in the managing board of a medical technology company, Dr. Wolfgang Reim has sufficient knowledge of accounting and auditing financial statements.

Ulteriori informazioni

The Code of Conduct
PDF (253 kB)

Corporate Governance 2011/12
Corporate Governance Report, Corporate Governance Declaration
PDF (3.03 MB)