Corporate Governance at Sartorius AG

The Executive Board and the Supervisory Board jointly issue the corporate governance report on the principles of responsible corporate governance at Sartorius. In accordance with the German Corporate Governance Code, the corporate governance statement pursuant to section 289f and section 315d of the German Commercial Code (HGB) is the central instrument of corporate governance reporting.

The Executive Board and the Supervisory Board of a German listed stock corporation shall declare annually that the recommendations of the German Corporate Governance Code Government Commission have been and are being complied with. Deviations from the recommendations have to be explained and disclosed with the annual declaration of compliance (“comply or explain”). The declaration shall be permanently accessible to the public on the company’s website.      

The remuneration report describes the main features of the remuneration system for the members of the Executive Board and the Supervisory Board and provides individualised information for current and former members of the Executive Board and the Supervisory Board members on the remuneration granted and owed in the past financial year.                                                                                                                                                                                                                                                                         

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 29, 2023, approved the policy described here on the remuneration of the members of the Executive Board as resolved by the Supervisory Board on February 10, 2023, taking into account the provisions of Section 87a, Subsection 1, of the German Stock Corporation Law (“AktG”), with an affirmative vote of 99.26% of the votes cast pursuant to Section 120a, Subsection 1, of AktG                                                                            

Policy on Remuneration of Supervisory Board Members Pursuant to Section 113 of the German Stock Corporation Law (AktG)

The Annual General Meeting of Sartorius AG on March 29, 2023, resolved 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”).