Since issuing the last declaration of conformity on September 9, 2022 and for the period from September 9, 2023, the Executive Board and the Supervisory Board declare in accordance with Section 161 of the German Stock Corporation Act (AktG) that MeVis Medical Solutions AG complied and complies with the recommendations of the German Corporate Governance Code in the version dated April 28, 2022 (GCGC) with the following exceptions:
C.1 sentence 6, C.6, C.9, C.10 sentence 2 Independence of Supervisory Board members
The Supervisory Board of the Company consists of three members. All Supervisory Board seats have been filled 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, a domination and profit and loss transfer agreement exists between Varex Imaging Deutschland AG and the Company. Accordingly, in deviation from C.1 sentence 6, C.6, C.9, C.10 sentence 2 GCGC, 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 Committees of the Supervisory Board and cooperation with the auditor
In deviation from D.2 sentence 1, the Supervisory Board of the Company has largely refrained from forming professionally qualified committees. 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 legally required Audit Committee is neither necessary nor expedient due to the specific circumstances of the Company, in particular the size of the Supervisory Board (three members), which enables efficient work. Accordingly, in deviation from D.2 sentence 2, no mention is made of other committee members outside the Audit Committee 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 concerning the publication deadlines for the annual financial report and the half-yearly financial report. The company considers the corresponding statutory requirements to be sufficient.
G.1, G.3, G.6 to G.11, G.13 sentence 1 Compensation of the Executive Board
G.1 and G.6 to G.11 contain recommendations on variable compensation, which are deviated from as the Company does not grant variable compensation to the Executive Board. The remuneration structure takes into account the integration of the Company into the Varex Group and the dual mandate of the current sole member of the Executive Board of the Company at Varex Imaging Deutschland AG. As a member of the Executive Board of Varex Imaging Deutschland AG, Mr. Kirchhoff receives (exclusively) a performance-related variable remuneration from the latter, 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 Company's business strategy and its sustainable and long-term development.
However, in order to ensure an optimal incentive structure for the promotion of the business strategy as well as for the sustainable and longterm development of the Company, the Supervisory Board considers it necessary to create a balanced remuneration structure with a sufficient share of fixed remuneration components within the scope of an overall consideration of the intra-Group remuneration of the sole member of the Company's Executive Board. With this in mind, the Supervisory Board of the Company has refrained from providing for any further performance-related compensation to be granted by the Company. The remuneration system for the members of the Executive Board of MeVis Medical Solutions AG is accordingly limited to non-performance-related remuneration.
In deviation from G.3, the Supervisory Board refrains from using a suitable peer group of other companies in order to assess whether the concrete total compensation of the members of the Executive Board is customary in comparison to other companies, since the Company's integration into the Varex Group makes it difficult to define a suitable peer group.
In deviation from G.13 sentence 1, no severance payment cap is currently provided for in Executive Board contracts. In the view of the Supervisory Board, the existing provisions in the Executive Board contracts comply with the requirement of appropriateness. The agreement of a severance payment cap contradicts our basic understanding of a, Executive Board contract that is concluded for the duration of the appointment period and cannot be terminated ordinarily.
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, the members of the Supervisory Board will not receive any remuneration from the Company for fiscal years beginning after January 1, 2016. As a precautionary measure, it is pointed out that, contrary to section G.17 GCGC, the chairperson and deputy chairperson of the Supervisory Board cannot be recognized in the compensation.
September 12, 2023
Executive Board:
Marcus Kirchhoff
Supervisory Board:
Kimberley E. Honeysett Shubham Maheshwari Sunny Sanyal
(Chairperson) (Vice Chairman)
The joint Declarations of Conformity of the Executive Board and the Supervisory Board of the MeVis Medical Solutions AG pursuant to section 161 AktG (German Stock Companies Act) can be downloaded as PDF here: