Corporate governance stands for responsible, transparent corporate management and control geared toward long-term value creation. The Management Board and Supervisory Board report annually on the company's corporate governance. We have summarized the corporate governance statement in accordance with Section 289f of the German Commercial Code (HGB) as of September 30, 2025, in the Corporate Governance Report. It forms an integral part of the management report and contains the declaration of conformity with the German Corporate Governance Code (DCGK), relevant information on corporate governance practices and a description of the working methods of the Management Board and Supervisory Board and their composition, the target figures specified in accordance with Section 76 (4) and Section 111 (5) of the German Stock Corporation Act (AktG) and information on the achievement of the target figures. The principles of corporate governance and the corporate governance statement are also available on the company website at www.mevis.de/investor-relations/corporate-governance/ .
Since the last declaration of conformity was issued on September 9, 2024, and for the period from September 9, 2025, the Management Board and Supervisory Board declare in accordance with Section 161 AktG that MeVis Medical Solutions AG has complied and continues to comply with the recommendations of the German Corporate Governance Code in the version dated April 28, 2022 (DCGK), with the following exceptions:
C.1 Sentence 6, C.6, C.9, C.10 Sentence 2 Independence of Supervisory Board members
The company's Supervisory Board consists of three members. All seats on the Supervisory Board are held by persons employed by Group companies of Varex Imaging Corporation. Varex Imaging Corporation holds the majority of shares in the company through Varex Imaging Deutschland AG. In addition, there is a control and profit transfer agreement between Varex Imaging Deutschland AG and the Company. Accordingly, in deviation from C.1 sentence 6, C.6, C.9, C.10 sentence 2 DCGK, the Supervisory Board does not include any members who are independent of a controlling shareholder. From the company's point of view, the complete composition of the Supervisory Board with members attributable to the majority shareholder is appropriate in view of the company's integration into the Varex Group.
D.2, D.4, C.10 sentence 2 Supervisory Board committees and cooperation with the auditor
In deviation from D.2 sentence 1, the company's Supervisory Board largely refrains from forming committees with specific expertise. In deviation from D.4, no nomination committee has been formed. The Supervisory Board is of the opinion that the establishment of further committees in addition to the audit committee required by law is neither necessary nor appropriate due to the specific circumstances of the company, in particular the size of the Supervisory Board (three members), which enables it to work efficiently. Accordingly, in deviation from D.2 sentence 2, no further committee members outside the audit committee are named in the corporate governance statement. In deviation from C.10 sentence 2, the chairman of the audit committee, who is employed by Varex Imaging Corporation, is not independent of a controlling shareholder.
F.2 Transparency and external reporting
MeVis Medical Solutions AG deviates from the recommendations regarding the publication deadlines for the annual financial report and the semi-annual financial report. The company considers the relevant legal requirements to be sufficient.
G.1, G.3, G.6 to G.11, G.13 sentence 1 Remuneration of the Management Board
G.1 and G.6 to G.11 contain recommendations on variable remuneration, from which the company deviates as it does not grant variable remuneration to the Management Board. The remuneration of the Management Board takes into account the company's integration into the Varex Group and the dual mandate of the current sole member of the company's Management Board at Varex Imaging Deutschland AG. As a member of the Management Board of Varex Imaging Deutschland AG, Mr. Kirchhoff receives (exclusively) performance-related variable remuneration from this company, which is based on the success of the Varex Group. As MeVis Medical Solutions AG is part of the Varex Group, this performance-related remuneration also promotes the business strategy and the sustainable and long-term development of the company. However, in order to ensure an optimal incentive structure for promoting the business strategy and the sustainable and long-term development of the company, the Supervisory Board considers it necessary to create a balanced remuneration structure with a sufficient proportion of fixed remuneration components as part of an overall assessment of the internal remuneration of the company's sole member of the Management Board. Against this background, the Supervisory Board of the company has refrained from providing for further performance-related remuneration to be granted by the company. The remuneration for the members of the Management Board of MeVis Medical Solutions AG is therefore limited to non-performance-related remuneration.
In deviation from G.3, the Supervisory Board refrains from using a suitable peer group of other companies to assess the customary nature of the specific total remuneration of the members of the Management Board in comparison with other companies, as it is difficult to define a suitable peer group due to the company's integration into the Varex Group.
Contrary to G.13 sentence 1, a severance cap is not currently provided for in Management Board contracts. In the opinion of the Supervisory Board, the existing provisions in the Management Board contracts comply with the requirement of appropriateness. The agreement of a severance cap contradicts our basic understanding of the Management Board contract, which is concluded for the duration of the term of office and cannot, in principle, be terminated without cause.
G.17 Remuneration of the Supervisory Board
In accordance with the resolution of the Annual General Meeting on June 7, 2016, and the corresponding amendment to the Articles of Association, confirmed by the resolutions of the Annual General Meetings on March 24, 2021, and March 25, 2025, the members of the Supervisory Board do not receive any remuneration from the company for financial years beginning after January 1, 2016. As a precautionary measure, it should be noted that, contrary to Section G.17 of the German Corporate Governance Code (DCGK), the chairmanship and deputy chairmanship of the Supervisory Board cannot be taken into account in the remuneration.
The Executive Board, Supervisory Board, and Annual General Meeting of the company constitute the governing bodies of the company in accordance with the law and the Articles of Association. As a stock corporation, MeVis Medical Solutions AG has a dual management system characterized by a separation of personnel between the Executive Board as the management body and the Supervisory Board as the supervisory body.
The Executive Board and its working methods
The Executive Board manages the company on its own responsibility with the aim of creating sustainable value. In doing so, it manages the company in accordance with the statutory provisions, the Articles of Association, and the rules of procedure for the Executive Board, and works closely with the other governing bodies. The Executive Board sets the company's goals and strategies and determines the resulting corporate policy.
Since April 1, 2020, the Executive Board of MeVis Medical Solutions AG has consisted of one person, Mr. Marcus Kirchhoff. His contract has been extended until March 2028. There are currently no plans or provisions to expand the Executive Board. For this reason, the Supervisory Board has set the target for the proportion of women on the Executive Board at 0% until December 31, 2030, in accordance with Section 111 (5) of the German Stock Corporation Act (AktG). When appointing future members of the Executive Board, the Supervisory Board will also consider qualified women when reviewing potential candidates.
Only people who have not yet reached the age of 65 may be members of the Executive Board. The age of the members of the Executive Board must therefore be taken into account when determining the term of their appointment.
The Executive Board is responsible for managing the company. Important decisions made by the Executive Board are always recorded in minutes. Internal consultations between the Executive Board and middle management take place at least once a month. The Supervisory Board has issued rules of procedure for the Executive Board, which summarize all procedural rules and transactions requiring approval in a catalog.
Long-term succession planning is carried out through regular discussions between the Executive Board and the Supervisory Board and by addressing the issue in the Supervisory Board. Contract terms and renewal options for current members of the Executive Board are discussed, and possible successors are considered if necessary.
The Supervisory Board and its working methods
In accordance with the Articles of Association, the Supervisory Board consists of three members elected by the shareholders and meets at least twice every six months. The Executive Board usually attends the meetings of the Supervisory Board and reports in writing and orally on the individual agenda items and answers questions from the members of the Supervisory Board. The Executive Board and Supervisory Board work closely together in the interests of the company. On certain topics, the members of the Supervisory Board also exchange views outside of the official Supervisory Board meetings or make decisions by circular resolution. The Supervisory Board has adopted its own rules of procedure and regularly reviews the efficiency of its activities as part of a self-assessment process. A company-specific questionnaire covering the key aspects of self-assessment, such as the procedure and organization of meetings, the scope of submissions, and information flows, serves as a basis for discussion. The results of the questionnaire and suggestions for improvement are discussed openly.
The Supervisory Board currently consists of Ms. Kimberley Honeysett (Chairwoman of the Supervisory Board), Mr. Shubham Maheshwari (Deputy Chairman of the Supervisory Board), and Mr. Sunny Sanyal. The company's Supervisory Board also acts as the Audit Committee. Mr. Maheshwari was elected Chairman of the Audit Committee. The Audit Committee is responsible in particular for monitoring the following areas: the accounting process, the effectiveness of the internal control system, the effectiveness of the risk management system, the effectiveness of the internal audit system and compliance, the audit of the financial statements, in particular the selection and independence of the auditor, the quality of the audit and additional services provided by the auditor.
The members of the Supervisory Board are responsible for undertaking the training and further education measures necessary for their tasks. They regularly obtain information from internal and external sources about the current requirements of their activities and about significant developments, e.g., relevant changes in legislation and case law, as well as changes in accounting and auditing. They receive appropriate support from MeVis Medical Solutions AG in this regard.
In its annual report, the Supervisory Board summarizes its activities for the past fiscal year.
Competence profile of the Supervisory Board and specific goals for its composition
The Supervisory Board of MeVis Medical Solutions AG has developed a competency profile for the entire board and specifies concrete goals for its composition:
The Supervisory Board of MeVis Medical Solutions AG shall be composed in such a way that its members collectively possess the knowledge, skills, and professional experience necessary to perform their duties properly. It should be noted that not every individual member of the Supervisory Board must possess all the necessary competencies, but rather that the individual knowledge and skills of the individual members can complement each other. The Supervisory Board of MeVis Medical Solutions AG should be composed of individuals who, as a whole, provide a range of competencies to ensure comprehensive and effective advice and supervision of the Executive Board with regard to the business activities of MeVis Medical Solutions AG. Each member of the Supervisory Board should be able to devote the time necessary to properly fulfill their Supervisory Board mandate.
In the opinion of the Supervisory Board, the key areas of expertise are:
Industry expertise
MeVis Medical Solutions AG is active in the field of software development in medical technology. The Supervisory Board should have an appropriate number of members who, based on their knowledge or professional experience, have a sufficient understanding of these areas.
Capital market expertise
As a listed company, MeVis Medical Solutions AG's supervisory board should have an appropriate number of members who have knowledge of the capital market and capital market communication. This will enable the supervisory board to respond to the increased communication needs of the capital market.
Corporate governance/management
The Supervisory Board of MeVis Medical Solutions AG should have an appropriate number of members who have experience in the management and/or supervision of a medium-sized or large company. This includes, among other things, knowledge of the fundamentals of accounting, risk management, internal control mechanisms, compliance, and regulatory and legal issues.
Financial expertise
The supervisory board as a whole must have financial expertise, particularly in the areas of accounting, financial reporting, and auditing. The supervisory board should include at least one member with expertise in financial reporting and at least one other member with expertise in auditing, in accordance with Section 100 (5) of the German Stock Corporation Act (AktG).
Corporate governance/law/compliance
Compliance with laws, internal guidelines, and fair treatment of colleagues, business partners, and competitors is a top priority for MeVis Medical Solutions AG. The Supervisory Board of MeVis Medical Solutions AG should have an appropriate number of members who have in-depth knowledge of corporate governance, compliance, and compliance management systems and an understanding of relevant legal issues.
Sustainability
The Supervisory Board should have expertise in the areas of corporate responsibility and sustainable business practices.
GEO expertise/internationality
MeVis Medical Solutions AG operates internationally. Therefore, the Supervisory Board should have an appropriate number of members who, based on their education and/or professional experience, have a special connection to international markets or have experience in the management of international companies/organizations.
Qualification matrix
Status of implementation of the competency profile in the form of a qualification matrix:
Core competencies | K. Honeysett (Chair) | S. Maheshwari | S. Sanyal | |
Industry | Medical technology | x | x | x |
Software development |
|
| x | |
Capital market | x | x | x | |
Functional | Corporate governance/management | x | x | x |
Financial knowledge |
| x | x | |
M&A/Corporate development | x | x | x | |
Corporate governance/compliance | x | x | x | |
Law/legal compliance | x |
|
| |
Sustainability | x | x | x | |
GEO | USA & Canada | x | x | x |
EMEIA | x | x | x | |
Asia | x | x | x | |
Objectives for the composition of the Supervisory Board
The Supervisory Board has set the following additional objectives for its composition:
In its current composition, the Supervisory Board considers the above objectives to have been met. The diversity of the Supervisory Board is reflected in particular in the different professional backgrounds and areas of activity as well as the different experiences of the individual members, who complement each other very well as a whole. The Supervisory Board currently consists of three members, including one woman.
The term of office of these three Supervisory Board members elected by the Annual General Meeting ends at the close of the Annual General Meeting in March 2026, which means that a new Supervisory Board must be elected. Candidates for the Supervisory Board are selected on the basis of their qualifications and suitability, regardless of gender. All candidates nominated for re-election to the Supervisory Board in March 2026 are male. No suitable female candidate is available at this time. For this reason, the company's Supervisory Board has set a target of 0% for the proportion of women on the Supervisory Board in accordance with Section 111 (5) of the German Stock Corporation Act (AktG), which will apply until December 31, 2030. In future elections of Supervisory Board members, the Supervisory Board will also consider qualified women when reviewing potential candidates.
It should be noted at this point that the Supervisory Board currently consists of three members who are employed by Varex Imaging Corporation. Varex Imaging Corporation holds the majority of shares in the company through Varex Imaging Deutschland AG. There is a control and profit transfer agreement between the company, as the controlled company, and Varex Imaging Deutschland AG, as the controlling company. Accordingly, the Supervisory Board does not include any independent members. From the Company's perspective, the fact that the Supervisory Board is composed entirely of members attributable to the majority shareholder is appropriate in view of the Company's integration into the Varex Group.
The corporate governance of MeVis Medical Solutions AG, as a listed stock corporation, is primarily determined by the German Stock Corporation Act and the provisions of the German Corporate Governance Code in its current version.
Furthermore, as a manufacturer of software products in the medical field, the company is subject to the legal requirements of the German Medical Devices Implementation Act (MPDG), Regulation (EU) 2017/745 of the European Parliament and of the Council on medical devices ("MDR"), the Canadian Medical Devices Regulation (SOR/98-282), the Australian Therapeutic Goods Act (TGA) and the US Code of Federal Regulations (21 CFR Part 820 - Quality System Regulation), as well as the requirements of the DIN EN ISO 13485 standard (Medical devices - Quality management systems - Requirements for regulatory purposes). Quality and quality management are essential components of corporate management. The QM system is designed to ensure that quality objectives and customer quality requirements and expectations are met in terms of safety and performance, handling, availability, cost-effectiveness, and adherence to delivery dates.
The company's quality management system is certified by DNV MEDCERT GmbH, Hamburg, an EU-notified body for medical devices (identification number 0482), for the development, manufacture, final inspection, and distribution of software for the diagnosis of medical image data and intervention support, as well as for services for the evaluation of medical image data in accordance with EN ISO 13485:2016. In addition, the company's quality management system is certified according to EN ISO 13485:2016 MDSAP Audit Model Edition 2 (for Australia, Canada, USA).
The management of MeVis Medical Solutions AG is also characterized by a flat hierarchy with only one management level below the Executive Board, short decision-making paths, and team-oriented cooperation.
When filling management positions, the qualifications of applicants are the decisive criterion for the Executive Board of MeVis Medical Solutions AG. Nevertheless, MeVis Medical Solutions AG pays attention to diversity and, in particular, the appropriate consideration of women when filling management positions. MeVis Medical Solutions AG welcomes efforts to increase the proportion of women in management positions and will continue to promote female employees at all levels and in all areas of responsibility in line with their qualifications and skills. Women currently account for 42% of the total workforce at MeVis Medical Solutions AG. Women hold 50% of management positions at the level below the Executive Board. We have achieved our goal set in 2020 of filling 50% of management positions with women by the end of 2025, and we aim to maintain this proportion of women in management positions. Accordingly, the Executive Board has set a target of 50% for the proportion of women in management positions below the Executive Board by December 31, 2030, in accordance with Section 76 (4) of the German Stock Corporation Act (AktG).
Explanations and details on the remuneration of the Executive Board and the Supervisory Board are provided in the remuneration report of MeVis Medical Solutions AG, Bremen, pursuant to Section 162 AktG for the fiscal year from October 1, 2024, to September 30, 2025, on the company's website at https://www.mevis.de/investor-relations/corporate-governance/verguetung.
The auditor's note pursuant to Section 162 AktG, the applicable remuneration system pursuant to Section 87a (1) and (2) sentence 1 AktG, and the most recent remuneration resolution pursuant to Section 113 (3) AktG are also available there.
In order to ensure maximum transparency, MeVis Medical Solutions AG regularly and promptly informs the capital market, shareholders, and interested members of the public about the company's economic situation and any new facts and events of significance.
The annual financial report and half-yearly financial report are published in accordance with the time requirements for issuers admitted to the General Standard of the regulated market within a period of four months for the annual financial statements and within a period of three months for the half-yearly report.
Insider information concerning the company is published immediately in accordance with Art. 17 of the Market Abuse Regulation (MAR). Shareholders and potential investors can find out about current events and new developments in a timely manner on the Internet. All press releases and ad hoc announcements by MeVis Medical Solutions AG are published on the company website. Significant and recurring events are published in the financial calendar on the company website.
Compliance describes adherence to legal, internal company, and contractual regulations in companies. The entirety of principles and measures for adhering to certain rules and thus avoiding rule violations is referred to as a compliance management system.
Compliance with laws, internal guidelines, and fair treatment of colleagues, business partners, and competitors is an indispensable basis for successful business operations at MeVis Medical Solutions AG. The company currently has a compliance management system that is appropriate for its size and risk profile.
The internally introduced compliance guideline is binding for all employees, provides them with guidance for responsible behavior in everyday business, and is intended to protect them from making wrong decisions. The guideline is published on the company's internal intranet, and employees and managers are continuously informed and sensitized about compliance and can also seek advice from the compliance officer at any time.
In addition, MeVis Medical Solutions AG has also been connected to the external whistleblower system already in place within the Varex Group. This gives employees the opportunity to report legal violations within the company in a protected manner.
The Annual General Meeting of MeVis Medical Solutions AG is convened at least once a year. Each share grants one vote in the voting at the Annual General Meeting. Every shareholder who registers in good time is entitled to participate in the Annual General Meeting or has the option of exercising their voting rights through a credit institution, a shareholders' association, the proxies appointed by MeVis Medical Solutions AG and bound by instructions, or another authorized representative.
The invitation to the Annual General Meeting and the reports and information required for the adoption of resolutions are published in accordance with stock corporation law and made available on the company website.
Responsible risk management is an important basis for good corporate governance at MeVis Medical Solutions AG. The Executive Board has implemented appropriate risk management and risk control measures within the company in order to identify, assess, monitor, and control the risks arising from business activities at an early stage. The Executive Board reports regularly to the Supervisory Board on the current development of significant risks. The risk management system is continuously reviewed in light of current developments and adjusted as necessary. Further explanations and details on risk management can be found in the risk report in the annual financial report.
MeVis Medical Solutions AG prepares its legally required annual financial statements, management report, and semi-annual financial report in accordance with the accounting provisions of the German Commercial Code. Quarterly reports or quarterly statements are no longer prepared and published.
The Supervisory Board has appointed Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hamburg, as auditor for the 2024/2025 fiscal year, as proposed by the Annual General Meeting on March 25, 2025. This ensures that no conflicts of interest will impair the auditor's work. The audit of the annual financial statements was conducted in accordance with the German principles of proper auditing established by the Institute of Public Auditors (IDW).
The audit of the annual financial statements for the 2023/2024 fiscal year was also conducted by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hamburg.
The members of the company's Management Board and Supervisory Board, as well as persons closely associated with them, are required under Article 19 of the Market Abuse Regulation (MAR) to disclose personal transactions (directors' dealings) involving shares and debt securities of MeVis Medical Solutions AG traded on financial markets or related financial instruments (e.g., derivatives) if the value of the transactions reaches or exceeds €20,000 in a calendar year. The company publishes relevant notifications on its website without delay. During the reporting period, the company did not receive any notifications of directors' dealings. As of the balance sheet date, neither the members of the Executive Board nor the members of the Supervisory Board hold any shares in MeVis Medical Solutions AG.
January 2025
Here you will find the current as well as the outdated corporate governance statements of the past years:
| 2023/2024 | Corporate Governance Statement | ||
|---|---|---|---|
| 2022/2023 | Corporate Governance Statement | ||
| 2021/2022 | Corporate Governance Statement | ||
| 2020/2021 | Corporate Governance Statement | ||
| 2019/2020 | Corporate Governance Statement | ||
| 2018/2019 | Corporate Governance Statement |