Corporate Governance

We at MorphoSys believe the essence of good Corporate Governance involves efficient cooperation between a company’s Management and Supervisory Board, respect for the shareholders’ interests, as well as openness and transparency of corporate communication. Moreover, we feel strong corporate governance is an integral part of the MorphoSys corporate value system. As such, the company believes that adherence to high Corporate Governance standards will ultimately increase shareholder value.

Statement on Corporate Governance

In the Statement on Corporate Governance under Section 289f HGB and the Group Statement on Corporate Governance pursuant to Section 315d, the Management Board and the Supervisory Board present information on the most essential components of our corporate governance. The components include the annual Declaration of Conformity pursuant to Section 161 of the Stock Corporation Act (AktG), the relevant information on corporate governance practices and other aspects of corporate governance that include, above all, a description of the working practices of the Management Board and Supervisory Board.

Statement on Corporate Governance and Corporate Governance Report including Remuneration Report for Download

 

Declaration of Conformity with the German Corporate Governance Code of the Managament Board and Supervisory Board of MorphoSys AG

The Management Board and the Supervisory Board of MorphoSys AG declare the following pursuant to Section 161 of the German Stock Corporation Act:

  1. Since the last Declaration of Conformity on November 30, 2018, MorphoSys has complied with the recommendations of the “Government Commission on the German Corporate Governance Code” in the version from February 7, 2017, with the following exception:
  • There is no cap on the Management Board members’ remuneration, neither as a whole or with respect to the individual variable remuneration components (see Item 4.2.3 (2) sentence 6 of the Code). Based on the Supervisory Board’s existing limitations for the Management Board’s variable remuneration components and their annual allocation, the Supervisory Board does not believe that an additional cap is required.
  1. MorphoSys will continue to comply with the recommendations of the “Government Commission on the German Corporate Governance Code” in the version dated February 7, 2017, with the exceptions described under Item 1.

Planegg, November 29, 2019
MorphoSys AG

 

On behalf of the Management Board On behalf of the Supervisory Board
Dr. Jean-Paul Kress
Chief Executive Officer
Dr. Marc Cluzel
Chairman of the Supervisory Board

 

Link to German Corporate Governance Code

 

Archive Declarations of Conformity

The Statements on Corporate Governance and Corporate Governance Reports of previous years can be found in the respective annual reports.

Supervisory Board of MorphoSys AG - Competence Profile, Diversity Concept and Objectives for the Composition 

The Supervisory Board of MorphoSys AG has updated its competence profile and objectives for its composition, based on the new recommendations of the German Corporate Governance Code in its version as of December 16, 2019 (the “Code”) and has established a diversity concept pursuant to Sec. 289f para. 2 no. 6 HGB.
According thereto, the Supervisory Board of MorphoSys AG shall be composed in such a way that the Supervisory Board in its entirety possesses the knowledge, ability and expert experience required to properly perform its duties and to ensure proper supervision and advice of the Management Board of MorphoSys AG, taking the principles of diversity into account.

For the election to the Supervisory Board, such candidates shall be proposed to the Annual General Meeting who can, based on their professional expertise and experience, integrity, commitment, independence and character, fulfill the overall competence profile. Further, proposals to the Annual General Meeting shall take the objectives for the composition of the Supervisory Board into account.

Competence Profile

The members of the Supervisory Board shall in its entirety possess the professional expertise and experience to successfully carry out the responsibilities of the Supervisory Board of MorphoSys AG as an internationally operating biopharmaceutical company.

The Supervisory Board considers in particular the following skills and expertise to be essential for the composition of the Supervisory Board of MorphoSys AG:

  • General knowledge of the industry of the Company in order to be able to make sufficient commitments on substance in the Supervisory Board meetings;
  • At least one member must have experience in drug development;
  • At least one member must have experience in commercialization;
  • At least one member must possess expertise in the fields of accounting or auditing (Sec. 100 para. 5 German Stock Corporation Act);
  • At least one member must have experience in personnel matters relating to the Management Board.

Diversity Concept

The Supervisory Board aims to ensure a reasonable level of diversity with regard to age, gender, internationality and occupational background as well as professional expertise, experience and personalities, in order to achieve a diverse combination of the members of the Supervisory Board and to enable the Supervisory Board in its entirety to base its decisions on different cultural and professional perspectives and wide experiences.

The Supervisory Board will in particular take the following criteria into account:

  • At least two members of the Supervisory Board have extensive international experience or an international background;
  • At least one member of the Supervisory Board is under the age of 60 at the time the member is appointed;
  • At least two members of the Supervisory Board have different professional backgrounds and experiences;
  • With regard to the proportion of women on the Supervisory Board, the Supervisory Board in accordance with Sec. 111 para. 5 of the German Stock Corporation Act has set target figures and deadlines for their achievement, to which reference is made.

Further Objectives for the Composition of the Supervisory Board

The Supervisory Board further determines the following objectives for its composition:

Age Limit

The members of the Supervisory Board of MorphoSys AG shall, as a rule, not be older than 70 years at the time they are appointed by the Annual General Meeting. The Supervisory Board may, however, make an exception to this provision in specific cases.

Period of Membership

The continuous period of membership of any member of the Supervisory Board should, as a rule, not exceed 12 years. The Supervisory Board may, however, make an exception to this provision in specific cases.

Independence

The Supervisory Board of MorphoSys AG considers a number of at least four independent members to be an appropriate number of independent members, taking into account the shareholder structure. The Code considers a Supervisory Board member independent from MorphoSys AG, its Management Board or a controlling shareholder if he or she has no personal or business relationship with the Company, the Management Board or a controlling shareholder. The Supervisory Board’s assessment of independence of Supervisory Board members is, amongst others, based on the recommendations of the Code. Amongst others, this means that a member of the Supervisory Board is generally not considered independent, if such member or a close family member of such member

  • was a member of the Management Board of MorphoSys AG in the two years prior to his or her appointment to the Supervisory Board of MorphoSys AG;
  •  maintains or has maintained a material business relationship with MorphoSys AG, or a group company of MorphoSys AG in the year prior to his or her appointment (directly or indirectly);
  • is a close family member of a Management Board member; or
  • has been a member of the Supervisory Board for more than twelve years.

Material and lasting conflicts of interest should be avoided, particularly those arising from activities for major competitors. However, it has to be considered that the possible emergence of conflicts of interests in individual cases cannot generally be excluded. Potential conflicts of interest must be disclosed to the Chairman of the Supervisory Board and will be resolved by appropriate measures, which may lead, in case of a not merely temporary conflict of interest, to the termination of that member’s Supervisory Board mandate.

Availability

Each member of the Supervisory Board must ensure that he or she has sufficient time to dedicate to the proper fulfilment of their position as a member of the Supervisory Board of MorphoSys AG. This – as a rule – requires that

  • the Supervisory Board member is able to personally attend at least four ordinary Supervisory Board meetings per year, for which a reasonable amount of preparation time is required in each case; whereby in case of exceptional circumstances as determined by the Chairman of the Supervisory Board, attendance by one or more Supervisory Board members at such ordinary Supervisory Board meetings by other means (such as e.g. by video conference) also suffices; 
  • the Supervisory Board member is able to participate in extraordinary meetings of the Supervisory Board, if necessary, to deal with specific topics;
  • the Supervisory Board member is able to participate in the Annual General Meeting;
  • the Supervisory Board member has sufficient time available to review the annual and consolidated financial statements; and
  • the Supervisory Board member sets aside additional time to prepare and participate in committee meetings, depending on his or her possible membership in one or more of the current three committees of the Supervisory Board.

Current Composition of the Supervisory Board

The Supervisory Board of MorphoSys AG is composed in accordance with the above objectives. It comprises an appropriate number of independent members with international background. The appropriate participation of women is achieved with currently three female members out of six members of the Supervisory Board as a whole.
(July 2020)

 

Target Value for the Proportion of Women

In the Supervisory Board

The Supervisory Board of MorphoSys AG consists of six members, three of whom are women, which corresponds to a proportion of 50%. The Supervisory Board of MorphoSys AG sets the target value for the proportion of women on the Supervisory Board at 33.33%, i.e. at least two out of six members shall be women. This target value shall be maintained until June 30, 2025.

In the Management Board

The Management Board of MorphoSys AG consists of four male members. The current proportion of women on the Management Board of the Company therefore amounts to 0%. The Supervisory Board sets the target value for the proportion of women on the Management Board of the Company at 0%. The target value shall apply until June 30, 2023.

On the first and the second management level below the Management Board of the Company

1. Target value for the first management level below the Management Board

The first management level below the Management Board of MorphoSys AG (line managers directly reporting to the Management Board) currently consists of 21 members, 9 of whom are women, which corresponds to a proportion of women of 42.86 %. The Management Board confirms its resolution for a target value of 30 % women on the first management level below the Management Board as of July 2017 and intends to maintain a minimum proportion of 30 % women on the first management level below the Management Board until June 30, 2025.

2. Target value for the second management level below the Management Board

The second management level below the Management Board of MorphoSys AG (line managers directly reporting to the first management level below the Management Board) currently consists of 53 members, 22 of whom are women, which corresponds to a proportion of women of 41.51 %. The Management Board confirms its resolution for a target value of 30 % women on the second management level below the Management Board as of July 2017 and intends to maintain a minimum proportion of 30 % women on the second management level below the Management Board until June 30, 2025.

(July 2020)

Diversity Concept for the Management Board of MorphoSys AG

The Supervisory Board establishes the following diversity concept pursuant to Sec. 289f para. 2 no. 6 German Commercial Code (HGB) for the composition of the Management Board of MorphoSys AG.

The aim of the diversity concept for the Management Board is to consciously use diversity for the further success of the company. The Supervisory Board believes that diversity in terms of different perspectives, competencies and experience backgrounds is an important prerequisite for competitiveness and sustainable corporate success.
Together with the Management Board, the Supervisory Board ensures long-term succession planning relating to the Management Board. When searching for a candidate for the position as a member of the Management Board of MorphoSys AG, the specialist qualification for the department to be taken over, the leadership qualities, the previous performance and acquired skills and knowledge of the business of MorphoSys AG are, among others, the relevant selection criteria.

In the composition of the Management Board, the Supervisory Board in particular also takes the following aspects into account:

  • The members of the Management Board shall in their entirety have the necessary knowledge, skills and professional experience required for their tasks.
  • The members of the Management Board should, if possible, have experience from different education and professions.
  • The members of the Management Board shall in their entirety be familiar with the market environment, the individual business fields and the market segment in which MorphoSys AG operates.
  • The members of the Management Board shall in their entirety possess relevant experience in leading a publicly listed company.
  • There should be a sufficient age mix among the members of the Management Board.
  • With regard to the proportion of women on the Management Board, the Supervisory Board in accordance with Sec. 111 para. 5 of the German Stock Corporation Act has set target figures and deadlines for their achievement, to which reference is made.

The above-mentioned criteria were already taken into account when appointing members of the Management Board.

(July 2020)

Rules of Procedure of the Supervisory Board, Rules of Procedure of the Management Board and Schedule of Responsibilities of the Members of the Management Board for Download

 

Managers' Transactions (formerly known as "Directors' Dealings")

Pursuant to Art. 19 para. 5 subparagraph 1, sentence 1 of the European Market Abuse Regulation (“MAR”) the Members of the Management and Supervisory Boards of MorphoSys AG, as well as persons closely associated with them , are legally bound to report trading in MorphoSys stock to the German Federal Financial Supervisory Authority (BaFin). Every transaction conducted on their own account relating to the shares or debt instruments of MorphoSys or to derivatives or other financial instruments linked thereto must be reported.

All transactions have to be published unless the total value of these tradings executed by such person within one calendar year does not exceed EUR 5,000.

Notes:
Participants in the MorphoSys stock option and/or convertible bonds programs who choose to “exercise and sell” receive the difference between the so-called exercise price (price determined at the time of issuing the options) and the Xetra closing price of the MorphoSys stock on the day of exercise, as a taxable income.

Managers' Transactions

Published Transactions