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 of the Management Board and Supervisory Board of MorphoSys AG with regard to the German Corporate Governance Code  (Code)

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

  1. From November 29, 2019, the date of its most recent Declaration of Conformity, MorphoSys AG has complied – with the exception described below – with the recommendations of the “Government Commission on the German Corporate Governance Code” in the Code version dated February 7, 2017(“GCGC 2017”):
  • The amount of compensation of the Management Board members does not provide for a cap, neither overall nor for individual compensation components (see item 4.2.3 para. 2 sentence 6 of the GCGC 2017). Against the background of already existing means of the Supervisory Board to cap variable compensation components of the Management Board members as well as the annual allocation of such variable components, the Supervisory Board considers an additional cap relating to the overall and individual compensation components as unnecessary.
  1. Further, MorphoSys AG has complied – with the exceptions described below – with the recommendations of the “Government Commission on the German Corporate Governance Code” in the Code version dated December 16, 2019 (“GCGC 2020”) from the date of the announcement of the GCGC 2020 in the German Federal Gazette on March 20, 2020:
  • MorphoSys AG does not comply with the recommendation C.4 of the GCGC 2020, according to which a Supervisory Board member, who is not a member of any Management Board of a listed company, shall not accept more than five Supervisory Board mandates at non-group listed companies or comparable functions (in a listed or non-listed company), with an appointment as chair of the Supervisory Board being counted twice. The member of the Supervisory Board Dr. George Golumbeski currently holds in aggregate seven comparable functions in pharmaceutical and biotechnological companies in Ireland and the United States of America. Dr. Golumbeski’s positions have at no time in the past affected the fulfilment of his duties as a member of the Supervisory Board of MorphoSys AG. MorphoSys AG continuously ensures that Dr. Golumbeski’s positions will not distract his focus on MorphoSys AG’s business and that Mr. Golumbeski has sufficient time to perform his duties as a member of the Supervisory Board of MorphoSys AG with due regularity and care.
  • MorphoSys AG does not comply with the recommendation C.5 of the GCGC 2020, according to which members of the Management Board of a listed company shall not accept the chairmanship of a Supervisory Board in a non-group listed company. The Chief Executive Officer (CEO) of Morphosys AG, Dr. Jean-Paul Kress, holds a position as chairman of the Board of Directors of a French biopharmaceutical company, which he had already accepted prior to his appointment as a member of the Management Board of MorphoSys AG and which has at no time in the past affected the fulfilment of his duties as CEO of MorphoSys AG. MorphoSys AG continuously ensures that Dr. Kress’ position as chairman of the Board of Directors of such company will not distract his focus on MorphoSys AG’s business and that Dr. Kress has sufficient time to perform his duties as CEO of MorphoSys AG with due regularity and care.
  • Section G.I. of the GCGC 2020 contains new recommendations with regard to the remuneration of the members of the Management Board. In accordance with the rationale of the GCGC 2020 and the transitional provisions of the German Stock Corporation Act regarding the amendments under the Act Implementing the Second Shareholder Rights Directive (ARUG II), with which the new recommendations of the GCGC 2020 are interlinked, the new recommendations of the GCGC 2020 have not been taken into account in current Management Board service agreements. The Management Board and the Supervisory Board of MorphoSys AG will propose to the Annual General Meeting 2021 a remuneration system for the members of the Management Board of MorphoSys AG, which complies with the new recommendations of the GCGC 2020, and which will apply to all service agreements with members of the Management Board of MorphoSys AG to be concluded or extended after the Annual General Meeting 2021.
  1. MorphoSys AG will continue to comply – with the exceptions described above under item 2 – with the recommendations of the GCGC 2020.

Planegg, this November 29, 2020
MorphoSys AG

 

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

 

Update of the Declaration of Conformity of the Management Board and Supervisory Board of MorphoSys AG with regard to the German Corporate Governance Code (“Code”) as of November 2020

In November 2020, the Management Board and the Supervisory Board of MorphoSys AG issued a declaration of conformity pursuant to Section 161 of the German Stock Corporation Act (AktG). This declaration is amended and updated as follows:

Pursuant to recommendation G.8 of the Code in its version of December 16, 2019, subsequent changes to the target values or comparison parameters for the variable remuneration of the members of the Management Board shall be excluded. 

The members of the Management Board of MorphoSys AG were granted Performance Share Units under a Performance Share Unit Program in 2020 (“PSUP 2020”). Pursuant to the plan conditions of the PSUP 2020, the overall target achievement corresponded to the average target achievement of four one-year assessment periods. Further, the overall target achievement under the PSUP 2020 depended, amongst others, on the development of the share price of the share of MorphoSys AG compared to a benchmark index, which was composed of the NASDAQ Biotechnology Index of the NASDAQ and the TecDax Index of the Frankfurt Stock Exchange, both weighted equally.

In the course of the development of a remuneration system for the members of the Management Board of MorphoSys AG, which will be submitted for approval to the Annual General Meeting 2021, the Supervisory Board decided to evaluate the overall target achievement under future Performance Share Unit Programs no longer as the average target achievement of four one-year assessment periods, but over the entire four-year waiting period in order to better reflect the long-term effect of this program. In addition, the Supervisory Board decided to use the EURO STOXX Total Market Pharmaceuticals & Biotechnology as benchmark index in the future, as its composition ensures better comparability than the previously used indices. 

Against this background, the Supervisory Board has decided to amend the plan conditions of the PSUP 2020 and to evaluate the target achievement for the remaining period until the expiry of the four-year waiting period also over this total period. Further, the Supervisory Board also amended the target values to the effect that the EURO STOXX Total Market Pharmaceuticals & Biotechnology is also used as a benchmark for the PSUP 2020. The remaining plan conditions of the PSUP 2020 remain unaffected. In particular, no adjustments have been made for assessment periods that have already been completed. 

In view of the Supervisory Board, the amendment of the plan conditions of the PSUP 2020 strengthens its long-term incentive effect. In addition, the amendment of the PSUP 2020 leads to a synchronization of the programs with each other and with the remuneration system and thus to a remuneration structure for the current and future members of the Management Board of MorphoSys AG, which is as consistent as possible. 

Management Board and Supervisory Board therefore declare a deviation of recommendation G.8 of the Code.

In all other respects, the declaration of November 2020 remains unaffected. 

Planegg, this March 11, 2021

MorphoSys AG

 

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

 

 

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 - Competency Profile, Diversity Concept and Composition Targets 

The Company’s Supervisory Board has updated its competency profile and composition targets based on the new Code recommendations and has prepared a diversity concept in accordance with Section 289f (2) no. 6 of the German Commercial Code. According to this concept, the Supervisory Board of MorphoSys AG shall be composed in such a way that the Supervisory Board in its entirety possesses the knowledge, skills and professional experience necessary to perform its duties properly and ensure that it appropriately supervises and advises the MorphoSys AG Management Board while taking diversity into account.

When electing Supervisory Board members, the candidates who are proposed to the Annual General Meeting fulfill the overall competence profile based on their professional competence, experience, integrity, commitment, independence and character.

Proposals to the Annual General Meeting also take the objectives for the composition of the Supervisory Board into consideration.

Competency Profile

The members of the Supervisory Board as a whole shall have the professional competence and experience to fulfill the tasks of the Supervisory Board of MorphoSys AG as an internationally active biopharmaceutical company.

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

  • Members should have a general knowledge of the industry in which the Company operates in order to make sufficient and substantive contributions at 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 have expertise in the fields of accounting or auditing (Section 100 (5) AktG)
  • At least one member must have experience with personnel issues concerning Management Board matters

Diversity Concept

The Supervisory Board will endeavor to ensure an appropriate level of diversity with respect to age, gender, internationality and professional background, as well as regarding professional competence, experience and personality, in order to achieve a diverse composition of the Supervisory Board and enable it, in its entirety, to base its decisions on different cultural and professional perspectives and a broad range of experience.

The Supervisory Board specifically considers the following criteria:

  • At least two members of the Supervisory Board shall have extensive international experience or an international background
  • At least one member of the Supervisory Board shall be under the age of 60 at the time of the member’s appointment
  • At least two members of the Supervisory Board shall have different professional backgrounds and experience

With respect to women’s representation on the Supervisory Board, the Supervisory Board has set targets as well as deadlines for their achievement in accordance with Section 111 (5) AktG, to which reference is made.

Other Targets in the Composition of the Supervisory Board

Age Limit

At the time of their appointment by the Annual General Meeting, Supervisory Board members should not be more than 70 years of age. The Supervisory Board may, however, decide to make an exception in specific cases.

Duration of Appointment

The uninterrupted length of the term of office of a Supervisory Board member shall generally not exceed 12 years. However, the Supervisory Board may resolve an exception to this rule in certain cases.

Independence

The Supervisory Board of MorphoSys AG considers the minimum of four independent members to be appropriate in view of the shareholder structure. According to the Code, a Supervisory Board member is considered to be independent of MorphoSys AG, its Management Board and any controlling shareholders when 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 the independence of Supervisory Board members is based on the recommendations of the Code, among other factors. Consequently, a Supervisory Board member is not generally viewed as independent if the Board member, or a close member of his or her family:

  • was a member of the Management Board of MorphoSys AG in the two years preceding appointment to the Supervisory Board of MorphoSys AG;
  • has or had had a material business relationship (directly or indirectly) with MorphoSys AG or a Group company of MorphoSys AG in the year preceding appointment;
  • is a close family member of a Management Board member; or
  • has been a member of the Supervisory Board for more than 12 years.

Significant and lasting conflicts of interest should be avoided, particularly those resulting from functions carried out for major competitors. It must be taken into account, however, that certain conflicts of interest cannot generally be ruled out. Possible conflicts of interest must be disclosed to the Chairperson of the Supervisory Board and eliminated by taking the appropriate measures. This could lead to the termination of the Supervisory Board mandate of the member concerned if the conflict of interest is not merely temporary.

Availability

All members of the Supervisory Board must ensure that they have sufficient time available to properly perform their Supervisory Board duties at MorphoSys AG. Therefore, as a rule, it should be ensured 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; in the event of exceptional circumstances to be determined by the Supervisory Board Chairperson, the participation of one or more Supervisory Board members in ordinary Supervisory Board meetings by other means (such as video conference) shall also be sufficient;
  • the Supervisory Board member is able to attend extraordinary meetings of the Supervisory Board, if necessary, to deal with specific issues;
  • the Supervisory Board member is able to attend the Annual General Meeting;
  • the Supervisory Board member has sufficient time to review the annual and consolidated financial statements; and
  • the Supervisory Board member allocates additional time to prepare for and attend committee meetings, in accordance with his or her membership in one or more of the Supervisory Board’s current three permanent committees.

Current Composition of the Supervisory Board

The Supervisory Board of MorphoSys AG is composed in accordance with the above objectives. It is composed of an appropriate number of independent members with an international background. As the Supervisory Board as a whole currently has six members, of which three are women, an appropriate level of
female participation has been achieved.

(as of March 2021)

 

Target for Women’s Participation

In the Supervisory Board

The Supervisory Board of MorphoSys AG consists of six members, three of whom are women, representing a proportion of 50 %. The Supervisory Board of MorphoSys AG has set the target for the proportion of women on the Supervisory Board at 33.33 %, meaning at least two out of six members shall be women. This target figure shall apply until June 30, 2025.

In the Management Board

The Management Board of MorphoSys AG consists of four members, all of whom are men. As a result, the current proportion of women on the Company’s Management Board is 0 %. The Supervisory Board has set the target for the proportion of women on the Company’s Management Board at 0 %. This target figure shall apply until June 30, 2023.

In the First and Second Management Level below the
Management Board

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

In 2020, the Management Board confirmed its resolution for a target of 30 % of women in the first management level below the Management Board as of July 2017 and intends to maintain a minimum percentage of 30 % women in the first management level below the Management Board until June 30, 2025. As of the date of the resolution on the target, the first management level below the Management Board of MorphoSys AG (department heads reporting directly to the Management Board) consisted of 21 members, of which 9 are women, corresponding to a proportion of women of 42.86 %.

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

In 2020, the Management Board confirmed its resolution for a target of 30 % women in the second management level below the Management Board as of July 2017 and intends to maintain a minimum percentage of 30 % women in the second management level below the Management Board until June 30, 2025. As of the date of the resolution on the target, the second management level below the Management Board of MorphoSys AG (department heads reporting directly to the first management level below the Management Board) consisted of 53 members, 22 of whom are women, corresponding to a proportion of women of 41.51 %.

(as of March 2021)

Diversity Concept for the Management Board of MorphoSys AG

Pursuant to Section 289f (2) No. 6 of the German Commercial Code, the Supervisory Board has determined the following diversity concept for the composition of the Management Board of MorphoSys AG.

The aim of the diversity concept for the Management Board is to use the aspect of diversity in a targeted manner for the further success of the Company. The Supervisory Board believes that diversity in the sense of different perspectives, competencies and backgrounds of experience is an important prerequisite for competitiveness and sustainable corporate success.

Together with the Management Board, the Supervisory Board ensures long-term succession planning for the Management Board. In the search for candidates for the position of a member of the Management Board of MorphoSys AG, the decisive selection criteria include professional qualifications for the position to be taken over, leadership qualities, past performance, and acquired skills and knowledge of the business of MorphoSys AG.

In determining the composition of the Management Board, the Supervisory Board also particularly takes the following aspects into account:

  • The members of the Management Board shall, in their entirety, possess the knowledge, skills and professional experience required to perform their duties.
  • Where possible, the members of the Management Board should have different levels of educational and professional experience.
  • The members of the Management Board shall, in their entirety, be familiar with the market environment, the individual business areas and the market segment in which MorphoSys AG operates.
  • The members of the Management Board shall, in their entirety, have relevant experience in the management of listed companies.
  • The members of the Management Board shall have a balanced age structure.
  • With regard to the proportion of women on the Management Board, the Supervisory Board has set targets, as well as deadlines for their achievement, in accordance with Section 111 (5) AktG, to which reference is made.

The above criteria were taken into account in the appointment of the Management Board members.

Other Targets in the Composition of the Management Board

Age Limit

At the time of their appointment, Management Board members should not be more than 67 years of age. The Supervisory Board may, however, decide to make an exception in specific cases. The age limit of 67 is currently complied with.

(as of March 2021)

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 20,000.

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