A KGaA (Kommanditgesellschaft auf Aktien), the legal form of SCHOTT Pharma, is a listed partnership limited by shares with three corporate bodies:
The KGaA structure is a well-precedented legal form, especially for companies controlled by families or foundations. It ensures that the foundation-based corporate values will continue to shape the company.
SCHOTT Pharma Management AG (General Partner) is indirectly wholly owned by SCHOTT AG, which thus remains a long-term committed shareholder. The General Partner is solely responsible for managing SCHOTT Pharma AG & Co. KGaA.
In a two-tier management and supervision system, the General Partner corporation (SCHOTT Pharma Management AG) consists of the Supervisory Board, and the Management Board. Advised and monitored by the Supervisory Board, the SCHOTT Pharma Management AG through its Management Board runs the business of the SCHOTT Pharma AG & Co. KGaA together with the extended top management. SCHOTT Pharma’s Corporate Governance structure is built to ensure responsible business operations. The SCHOTT Pharma Management AG as the General Partner is personally liable with its assets.
The share capital of SCHOTT Pharma AG & Co. KGaA is exclusively divided into ordinary shares, i.e., each share grants one vote. Shares with multiple or preference voting rights do not exist. At the Annual General Meeting, the General Partner, respectively SCHOTT AG as its sole shareholder, can, in principle, exercise the voting rights of the shares held in SCHOTT Pharma AG & Co. KGaA. However, the General Partner and its sole shareholder are excluded by law from voting on certain resolutions. This applies, among other things, to the election of the Supervisory Board, the discharge of the General Partner and the members of the Supervisory Board of SCHOTT Pharma AG & Co. KGaA, and the election of the auditor. These provisions ensure that the other shareholders of the limited partnership can vote exclusively, especially on topics relating to the control of the management.
