Sartorius - AGM 26 March 2021
General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.
Item 6: Approval is sought for the remuneration system for the Management Board which is applicable since financial year 2021 for all new compensation arrangements. Disclosure is below market practice. The Company fails to disclose the future base salary amounts and target amounts for the variable remuneration components. Furthermore, the relative shares of the remuneration components as part of the total target remuneration are only disclosed as ranges which does not allow for a meaningful assessment of the structure of remuneration that may be paid to Management Board members under the amended remuneration system. Consequently, we are unable to determine whether the maximum variable remuneration as a percentage of base salary meets ECGS guidelines. Here we also take into account the fact that the Company does no longer make use of the model tables for disclosure of Management Board remuneration previously recommended by the German Corporate Governance Code 2017. While we acknowledge that the model tables are no longer part of the German Corporate Governance Code 2019, at Sartorius, abolishing the tables has led to a significant reduction in transparency compared to the previous years. Furthermore, we raise our concerns over the following features of the remuneration system: The Supervisory Board may grant an additional share-based remuneration component to the CEO which is not subject to any performance conditions besides continued employment. In addition, the Supervisory Board may grant a special bonus to members of the Management Board for extraordinary performance. ECGS is opposed to such additional bonuses at the sole discretion of the Supervisory Board as they are not in line with market practice and prevent shareholders from understanding in advance, how Management Board members may be compensated, respectively. Neither the annual bonus nor the long-term incentives currently include non-financial or ESG-related performance criteria. Finally, the remuneration system is considered to be overly complex with two long-term incentives (up to three in the case of the CEO) for all Management Board members.
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