Corporate Governance

The term “corporate governance” covers all of a company’s management and monitoring systems including its organizational structures, business policies and internal and external management and monitoring mechanisms.
The purpose of corporate governance is to encourage the responsible management and supervision of companies with the purpose achieving sustained value. It thus strengthens the confidence of national and international investors, business partners, the financial markets and employees as well as the public at large in the management and supervision of MeVis Medical Solutions AG.

The following Declaration on Corporate Governance, which is the first to be issued, contains the declaration of conformity pursuant to § 161 of the German Stock Corporation Act (AktG) and the German Corporate Governance Code (GCGC), relevant details of corporate governance parctices as well as a description of Executive Board and Supervisory Board procedures.

On April 8, 2011 the Executive Board and Supervisory Board of MeVis Medical Solutions AG have issued the current declaration of conformity referring to the recommendations ("E") and incitations ("A") of the German Corporate Governance Code as amended on May 26, 2010.

MeVis Medical Solutions AG is deviating from the recommendations with regards to the publication terms of Consolidated Financial Statements and Interim Reports (Section 7.1.2 Phrase 4 GCGC). Current regulations of the Frankfurt Stock Exchange for the Regulated Market (Prime Standard segment) are seen as adequate. These require companies to publish consolidated financial statements within four months after the end of the period under review (section 65, paragraph 2 FWB01), respectively within two months for interim financial statements (section 66, paragraph 5 FWB01).

Corporate governance of MeVis Medical Solutions AG, as a German stock corporation listed in the Prime Standard, is dictated first and foremost by the German Stock Corporation Act and secondly by the recommendations of the Corporate Governance Code as last amended.

Being a manufacturer of medical software products, the statutory provisions of the German Medical Devices Act (MPG), MDD 93/42/EEC (Medical Device Directive) and ISO 13485:2003 (Medical devices – Quality management systems – Requirements for regulatory purposes) apply to us.

Quality and quality management are cornerstones of our corporate governance. The quality management system is geared toward meeting our quality objectives and the quality requirements and expectations of our customers in relation to function, handling, reliability and availability, economy, and punctuality.

The company’s quality management system is certified to EN ISO 13485:2003 + AC 2007 by the notified body MEDCERT in the development, manufacture and final inspection of diagnostic software for radiological image data and evaluation services for medical image data.

The Executive Board manages the company on its own responsibility with the aim of creating sustainable value. It runs the company in accordance with the statutory provisions, the company’s articles and the rules of procedure for the Executive Board and works in good faith with the other executive bodies.

The Executive Board sets out the corporate objectives and strategies and, based on them, determines the corporate policy. The Executive Board of MeVis Medical Solutions AG is currently composed of three members, who were appointed by the Supervisory Board in accordance with the company’s articles. The principle of overall responsibility applies; that is, the members of the Executive Board share responsibility for management. The Executive Board works in a cooperative manner and the members keep each other up-to-date on important measures and events in their respective areas. In addition, internal meetings between the entire Executive Board and mid-level management take place at least once a week.

The Supervisory Board has issued a book of rules of procedure for the Executive Board, which documents all the rules of procedure and transactions that require approval, and sets forth the individual mandates of the executives in an executive organization chart.
The Supervisory Board is composed of three members, elected from among the shareholders, pursuant to the company’s articles. Official Supervisory Board meetings take place at least four times a year. The members of the Executive Board generally take part in the meetings of the Supervisory Board and report verbally and in writing on the individual items on the agenda and answer the Supervisory Board members’ questions. The members of the Supervisory Board also discuss certain matters outside the official Supervisory Board meetings or pass resolutions by circulation. The Supervisory Board has issued rules of procedure by which it is to abide.

In particular, the chairman of the Supervisory Board meets regularly with the Executive Board and answers topical questions. In addition, outside these meetings, the chairman informs it of the latest developments.

The company does not appoint committees at this time. It believes that there is no need or point in setting up committees on account of the size of the Supervisory Board, which allows for work to be done efficiently.

The Executive Board and Supervisory Board are committed to the company's interests. In the fiscal year ended, there were no conflicts of interest to be promptly disclosed to the Supervisory Board.

MeVis Medical Solutions AG follows the recommendation of the German Corporate Governance Code to disclose individually the remunerations for the Executive Board and the Supervisory Board. The remuneration report is an integral part of the Group management report and also forms part of this Corporate Governance Report.

The government commission for the “German Corporate Governance Code” was appointed by the German Minister of Justice in September 2001 and adopted the German Corporate Governance Code (“Code”) on February 26, 2002. Since then, the Code has been amended on May 21, 2003, June 2, 2005, June 12, 2006 , June 14, 2007, June 6, 2008, June 18,2009 and May 26,2010. It contains recommendations and proposals for the management and supervision of listed German companies based on acknowledged international and national standards of good and responsible corporate governance.

Under Section 161 of the German Stock Corporations Act, MeVis Medical Solutions AG as a listed company is required to disclose the extent to which it conforms to these recommendations and the ones which it does not comply with (“comply or explain”).

MeVis Medical Solutions AG largely conforms to the recommendations and proposals set forth in the Code. The Executive Board and the Supervisory Board support the principles of good and responsible corporate management, as set forth in their current Declaration of Conformance.