Statement of conformity 2023
The Management Board and the Supervisory Board of BRAIN Biotech AG declare that, since the last statement of conformity was issued on 20 December 2022, BRAIN Biotech AG has complied and will continue to comply with the recommendations of the “Government Commission on the German Corporate Governance Code” in the version dated 27 June 2022 (“GCGC”), with the following exceptions.
F.2: The consolidated financial statements and the group management report shall be made publicly accessible within 90 days from the end of the financial year, while mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period.
Note relating to F.2: Due to the additional financial accounting requirements as a listed company, the auditing of the financial statements lasted, and lasts, longer than 90 days, so that the audited figures cannot be published together with the annual report within the 90 days period after the financial year-end, but only after the 90-day period. Prospectively, this will also remain the case for future annual consolidated financial statements.
The publication of all financial information during the course of the year occurs regularly within two months. The Management and Supervisory Board regard this as appropriate.
Furthermore, in light of various unlisted subsidiaries and participating interests held abroad, publication of the consolidated financial statements and the group management report as well as mandatory interim financial information within shorter periods would necessitate the deployment of considerable financial and personnel resources that would not be commensurate with the information that shareholders require for a company of the size of BRAIN Biotech AG. As a consequence, the periods required in the German Corporate Governance Code are not complied with.
In relation to the publication of annual and interim reports, BRAIN Biotech AG complies with statutory regulations as well as the Prime Standard stock exchange regulations of the Frankfurt Stock Exchange.
G.6: The share of variable remuneration achieved as a result of reaching long-term targets shall exceed the share from short-term targets.
Note relating of G.6: In accordance the previous remuneration system, the variable remuneration was paid out annually in cash in accordance with the achievement of performance targets. Based on the underlying fair values, the share options taken into account in the previous remuneration system have a lower value than the variable remuneration paid out in cash for the achievement of annual (interim) targets. The revised Management Board remuneration system approved by the Annual General Meeting on 8 March 2023 stipulates that the value of the long-term variable remuneration exceeds that of the short-term variable remuneration in the event of 100 % target achievement. This revised Management Board remuneration system is effective from the 2023/24 financial year through amendment agreements to the Management Board contracts concluded with the Management Board members.
G.10: Taking the respective tax burden into consideration, variable remuneration amounts of Management Board members shall be invested predominantly in company shares by the respective Management Board member, or shall be granted as share-based remuneration. Granted long-term variable remuneration components shall be accessible to Management Board members only after a period of four years.
Note relating to G.10, first sentence: It should be noted that, in accordance with the remuneration scheme and the specific contracts, the short-term variable remuneration for the annually defined targets is paid out in cash after they have been reviewed and that no provision is made for share-based payment. The revised Management Board remuneration system approved by the Annual General Meeting on 8 March 2023 stipulates that the value of the share-based long-term variable remuneration exceeds the value of the short-term variable remuneration paid out in cash if 100 % of the targets are achieved. In addition, the Management Board members can only access the long-term variable remuneration amounts after four years. The revised Management Board remuneration system is effective from the 2023/24 financial year via amendment agreements to the Management Board contracts concluded with the Management Board members. In this respect, recommendation G.10 of the GCGC will be complied with from the 2023/24 financial year.
G.11: The Supervisory Board shall have the possibility to account for extraordinary developments to an appropriate extent. It shall be permitted to retain or reclaim variable remuneration, if justified.
Note relating to G.11, second sentence: The previous Management Board contracts did not include any provision for claw-back of variable remuneration. The revised Management Board remuneration system approved at the Annual General Meeting on 8 March 2023 now provides for such claw-back clauses. Due to the amendment agreements to the Management Board contracts concluded with the members of the Management Board to adjust these contracts to the revised Management Board remuneration system, these claw-back clauses will be part of the contracts from the 2023/24 financial year. This means that recommendation G.11 sentence 2 of the GCGC will be complied with from the 2023/24 financial year.
Zwingenberg, December 2023
For the Supervisory Board of BRAIN Biotech AG:
Dr. Michael Majerus, Chairman of the Supervisory Board
For the Management Board of BRAIN Biotech AG:
Adriaan Moelker, Chairman of the Management Board
Note: The statement of conformity was published on the Internet in December 2023 and will not be updated during the year.