Corporate governance aligned with the interests of stakeholders, lawful and responsible conduct, and constructive cooperation between the managerial bodies and within the company in a spirit of mutual trust constitute the essential cornerstones of Sartorius' corporate culture.
The Executive Board and the Supervisory Board report in the following declaration on the key aspects of corporate management and governance pursuant to Section 289f of the German Commercial Code ("HGB") and to Article 3.10 of the German Corporate Governance Code.
Declaration of the Executive Board and of the Supervisory Board of Sartorius AG Concerning the Recommendations of the Government Commission on the German Corporate Governance Code Pursuant to Section 161 of the German Stock Corporation Law ('’Aktiengesetz"):
The Executive Board and the Supervisory Board declare that Sartorius AG complied in the period since last year’s Declaration of Compliance was issued on December 3, 2020, and will continue to comply in the future, with the recommendations made by the Government Commission on the German Corporate Governance Code in the version as amended on December 16, 2019, (GCGC 2019) and published by the German Federal Ministry of Justice and Consumer Protection on March 20, 2020, in the official section of the German Federal Gazette ("Bundesanzeiger''), with the following exceptions:
- In divergence from the Recommendation pursuant to G.10, sentence 1, of GCGC 2019, the variable remuneration of the members of the Executive Board – except for that of the Executive Board Chairman – consists only to a minor extent of share-based remuneration components. The Supervisory Board believes that the terms of variable remuneration in place so far, which was not changed in this respect by the new remuneration system approved by the Annual General Shareholders’ Meeting on March 26, 2021, also provide for an incentive structure that is geared towards the sustainable and long-term development of the company.
- Part of the long-term variable remuneration of the members of the Executive Board has previously been available to said members before the end of four years. The new remuneration system that was approved by the Annual General Shareholders’ Meeting on March 26, 2021, and that applies to all new remuneration arrangements as of January 1, 2021, now, however, takes into account Recommendation G.10, sentence 2, of GCGC2019, and accordingly provides that all components of the long-term variable remuneration of the Executive Board members are available to them only after four years.
Goettingen, December 9, 2021
Main Features of the Remuneration Policy and Contribution Toward Promoting the Corporate Strategy and Long-Term Development of the Company
The remuneration policy for the Executive Board aims to remunerate the members of the Executive Board appropriately in line with their tasks and responsibilities and to directly consider the performance of each member of the Executive Board and the success of the company. Accordingly, the remuneration policy includes fixed remuneration components as well as short- and long-term variable remuneration components. The company strategy is aimed at achieving profitable growth and a sustained, long-term increase in the value of the company. This strategy is the basis from which the structure of the remuneration policy is derived for the Executive Board of Sartorius AG: The short-term variable remuneration depends on annual corporate targets that are aligned with key performance indicators for profitable growth of the company. Long-term remuneration depends on a corporate goal that reflects the sustainable and long-term growth of the company and the Group, on the one hand, and on the long-term performance of the share price, which directly reflects the development of the company's value, on the other. As a result, the company’s remuneration policy creates incentives to promote the long-term and positive sustainable development of the company.
Policy on Remuneration of Executive Board Members Pursuant to Section 87a of the German Stock Corporation Law (AktG)
The Annual General Shareholders’ Meeting of Sartorius AG on March 25, 2022, approved the policy described here on the remuneration of the members of the Executive Board and resolved by the Supervisory Board on February 10, 2022, taking into account the provisions of Section 87a, Subsection 1, of the German Stock Corporation Law (“AktG”), with an affirmative vote of 99.53% of the votes cast pursuant to Section 120a, Subsection 1, of AktG.
Policy on Remuneration of Executive Board Members Pursuant to Section 87a of the German Stock Corporation Law (AktG)PDF | 276.2 KB
Policy on Remuneration of Supervisory Board Members Pursuant to Section 113 of the German Stock Corporation Law (AktG)
The Annual General Shareholders’ Meeting of Sartorius AG on March 26, 2021, confirmed the remuneration of the Supervisory Board members, as governed by Section 12 of the Articles of Association, including the remuneration policy provided here upon which this remuneration is based, with an affirmative vote of 99.99% of the votes cast pursuant to Section 113, Subsection 3, of the German Stock Corporation Law (“AktG”).
Policy on Remuneration of Supervisory Board Members Pursuant to Section 113 of the German Stock Corporation Law (AktG)PDF | 47.0 KB
According to Article 19 of MAR (European Market Abuse Regulation), managers, i.e. the members of the Supervisory Board and of the Executive Board, as well as other persons who carry out executive-level managerial functions at Sartorius AG, are obligated to notify Sartorius AG and the German Federal Financial Supervisory Authority (BaFin) within three business days of any transactions conducted on such members’ or persons’ own account relating to the shares or debt instruments of Sartorius AG or to derivatives or other financial instruments linked thereto. In addition, this applies to transactions of persons closely associated with such members, particularly spouses, registered civil partners, dependent children and other relatives who have lived for at least one year with the member concerned in the same household at the time the transaction took place.
Managers' Transactions as of Novemeber 26, 2020 - Ordinary shares (only German version)
Managers' Transactions as of November 26, 2020 - Preference shares (only German version)
Basic Principles of Our Compliance Management System
With our compliance management system that is valid worldwide, Sartorius ensures that the members of its individual boards, executives and employees comply with all legal regulations and codes, and perform their activities in accordance with the company’s internal rules and guidelines. Targeted training and awareness-raising prevent any misconduct, as well as economic damage and loss of image.
Sartorius makes every effort to ensure optimal risk management by using a combination of approaches: a preventive compliance approach designed to proactively stop any potential breaches before they occur and a repressive compliance approach intended to continuously monitor compliance with our rules. These processes are closely intermeshed, creating a standardized compliance management system that aims to offer the best possible protection against potential violations of our rules and regulations.
Sartorius has developed a Code of Conduct as a preventive component of our compliance management system and has committed to an Anti-Corruption Code.
Sartorius Code of Conduct
The Sartorius Code of Conduct specifies the requirements on the responsible conduct of all employees of the Sartorius Group. This set of rules provides them with guidance on how to act in a legally correct and ethically appropriate way in their daily work.
Sartorius Anti-Corruption Code
This Anti-Corruption Code serves as the basis for making all employees aware of the risks of corruption, while providing guidance, instructions and help to enable them to take the appropriate action to prevent and fight such corruption.
Sartorius ensures that all Group employees worldwide are thoroughly familiar with both Codes by requiring them to complete online training and earn a certificate.
Sartorius adheres to the principles of the United Nations Universal Declaration of Human Rights, the International Labor Organization (ILO) and the United Nations Global Compact, the world’s largest initiative for human rights, labor standards, environmental protection and anti-corruption. The company’s internal principles, such as its Code of Conduct and Code of Conduct for Suppliers, are derived from these global tenets.
In addition, Sartorius has made it a policy to require its business partners to adopt its standards of compliant conduct as well. For this reason, Sartorius performs third-party due diligence or so-called business partner checks; i.e., the company reviews the integrity of business partners on a risk-oriented basis.
Code of Conduct for Business Partners
The Sartorius Group also expects its suppliers and service providers, in particular, to comply with internationally recognized social and environmental standards, to abide by the laws, uphold the tenets of fair competition and to respect human rights. Our company excludes existing or new suppliers who are determined to be the source of considerable risks regarding compulsory, forced or child labor, other violations of human rights or negative effects on society. These requirements are set forth in our Code of Conduct for Business Partners.
An internal system is available for reporting any suspicious circumstances involving potential compliance violations.
In addition to having set up established routes for reporting compliance-related concerns to the Compliance Department or managers, Sartorius has created a whistleblower portal to enable employees, suppliers, customers or partners to report any potentially damaging conduct 24 hours a day, seven days a week. This specially secured portal is made available through an external provider who is specialized in handling confidential data securely. Every whistleblower can decide whether or not to report compliance-related concerns by giving his or her name or by doing so anonymously.
Sartorius employees, suppliers, customers or partners can use our telephone hotline to contact our Compliance Department directly. There they will receive answers to questions concerning compliance and can report damaging conduct, also anonymously, if desired. This hotline is available free of charge worldwide.
Phone: 00800 22442211
The repressive component of our compliance management system is designed to ensure comprehensive monitoring and efficiency review of the control mechanisms mentioned above. The key elements of Sartorius’ internal control system consist of a combination of process-integrated and process-independent monitoring measures. Among the most important organizational measures that have been anchored in Sartorius’ corporate culture for a long time is the rule of separation of functions, taking into account the “four-eyes” principle. In particular, the Supervisory Board and the Legal Affairs & Compliance Department play a key role in process-independent monitoring and review activities. Within the Supervisory Board, the Audit Committee, in particular, is tasked with reviewing internal control processes. In addition, this committee intensively focuses on reviewing the annual and consolidated financial statements and the quarterly financial reports. To ensure systematic, prompt identification of risks, Sartorius moreover has a monitoring system in place, pursuant to Section 91 II of the German Stock Corporation Law (AktG), for early group-wide detection of risks that have the potential to jeopardize the company’s continued existence.