Governance and RemunerationCorporate Governance ReportGroup structure and shareholders
1Group structure and shareholders
1.1.1Our Group’s operational structure
We are a leading global independent contract development and manufacturing organization (“CDMO”) specializing in innovative peptides and oligonucleotides employed as the active pharmaceutical ingredient (i.e., APIs) in therapeutic products.
We are organized as a group of companies, and PolyPeptide Group AG (the “Company”) is the ultimate parent company with its headquarters in Zug, Switzerland.1
Our shareholders have the final say at PolyPeptide, and they exercise their rights at the general meeting. Our Board of Directors is directly accountable and reports to our shareholders by whom it is individually and annually elected.
In accordance with our Articles of Association2, the Board of Directors determines our strategic direction as well as supervises the persons responsible for conducting PolyPeptide’s business and achieving our strategic objectives. As provided for in the Company’s Organizational Regulations3, the Board of Directors has delegated the responsibility and authority necessary or appropriate to carry out the day-to-day and operational activities of PolyPeptide to the Executive Committee under the leadership of the CEO. The Executive Committee is further supported by additional members of senior management with deep industry experience that are designated and appointed by the CEO and who, together with members of the Executive Committee, form the Extended Group Management4. The Extended Group Management prepares, informs and coordinates the implementation of the decisions of the CEO and the Executive Committee within their respective operational spheres.
In 2021, the Extended Group Management team comprised the Executive Committee together with the Director Global Innovation & Technology, Director Global Human Resources, Director Global Quality Control / Analytical Development, Director Global Regulatory Affairs, Director Global Quality Assurance and Director Global Development / Regulatory / IP. The members of our Extended Group Management team are based across PolyPeptide’s sites in Europe and the US.
Complementing our senior management team is our highly qualified and committed workforce. In 2021, we employed an average of 1,041 FTEs across our six (6) manufacturing sites in the US, Europe and India that served our clients custom projects, contract manufacturing and generics needs throughout the world. For information regarding our custom projects, contract manufacturing and generics segments, please refer to note 2 “Segment information” of the consolidated financial statements in the Financial Report 2021.
1At the general meeting on 26 April 2022, shareholders will be asked to approve the change of the Company’s registered office from Zug to Baar, Switzerland, where the Company’s new registered address will be Neuhofstrasse 24, 6340 Baar, Switzerland.
4As of 1 January 2022 the Extended Group Management has been restructured as the PolyPeptide Management Committee. The PolyPeptide Management Committee consists of the Executive Committee together with Director Global Innovation & Technology, Chief Human Resources Officer (joining during the first half of 2022), Director Global Quality, Director Global Development / Regulatory / IP and Head of Investor Relations and Corporate Communications.
1As of 1 January 2022 the Extended Group Management has been restructured as the PolyPeptide Management Committee.
1.1.2Listing and capitalization
PolyPeptide Group AG, with its registered office at Dammstrasse 19, 6300 Zug, Switzerland,5 is a stock corporation, in accordance with art. 620 et. seq. of the Swiss Code of Obligations (the “CO”). It was incorporated on 6 April 2021 and registered with the commercial register of the Canton of Zug on 7 April 2021 under the company registration number CHE-159.266.771.
The shares of the Company have been listed on SIX Swiss Exchange (ISIN CH1110760852, ticker symbol: PPGN, valor number: 111 076 085) since 29 April 2021 (the “First Day of Trading”). On 31 December 2021, the market capitalization (excluding treasury shares) of the Company’s shares amounted to CHF 4,535,334,310. There are no other listed companies belonging to PolyPeptide.
5At the general meeting on 26 April 2022, shareholders will be asked to approve the change of the Company’s registered office from Zug to Baar, Switzerland, where the Company’s new registered address will be Neuhofstrasse 24, 6340 Baar, Switzerland.
1.1.3 Non-listed companies belonging to PolyPeptide
The Company’s only direct shareholding is in Polypeptide Laboratories Holding (PPL) AB, which directly or indirectly wholly owns the other companies of the PolyPeptide group. The table below sets forth, as of 31 December 2021, the name, registered office, ownership interest and share capital of all direct and indirect subsidiaries that the Company consolidates.
Non-listed direct and indirect subsidiaries of PolyPeptide Group AG1
Polypeptide Laboratories Holding (PPL) AB
Polypeptide Laboratories (Sweden) AB
PolyPeptide Laboratories France S.A.S.
PolyPeptide Laboratories Pvt. Ltd.
PolyPeptide Laboratories Inc.
PolyPeptide Laboratories San Diego, LLC2
San Diego, CA
PolyPeptide Laboratories GmbH3
PolyPeptide Laboratories A/S4
1PolyPeptide Laboratories Holding B.V. was merged through a reverse cross-border merger into Polypeptide Laboratories Holding (PPL) AB as recorded in the Swedish Companies Registration Office on 29 October 2021. PolyPeptide Laboratories Spol S.r.o. was liquidated and deleted from the Czech Public Register on 6 April 2021.
2PolyPeptide Laboratories San Diego, LLC is a wholly owned subsidiary of PolyPeptide Laboratories Inc.
3PolyPeptide Laboratories GmbH is a company in liquidation and its share capital is registered as Deutsche Mark 150,000.00. The basis for the conversion between Deutsche Mark and EUR is the official irrevocable conversion rate of 1 EUR = 1.95583 Deutsche Mark. PolyPeptide Laboratories GmbH is expected to be merged into Polypeptide Laboratories Holding (PPL) AB.
4PolyPeptide Laboratories A/S is a dormant company.
To the best of the Company’s knowledge, the following shareholders had holdings reaching or exceeding 3% or more of the voting rights in the Company, as notified in accordance with art. 120 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (the “FMIA”).
Shareholder (beneficial owner / direct shareholder)1
Number of shares
% of voting rights
Foundation Mamont (St. Peter Port, Guernsey) / Draupnir
Holding B.V. (Hoofddorp, The Netherlands)2
The Capital Group Companies, Inc. (Los Angeles, USA) / Capital Research and Management Company (Los Angeles, USA)3
Rudolf Maag (Binningen BL, Switzerland)4
T. Rowe Price Associates, Inc. (Baltimore, USA)5
1The number of shares shown in this Corporate Governance Report and the holding percentages are based on the last disclosure of shareholding communicated by the respective shareholder to the Company and the Disclosure Office of SIX Swiss Exchange. The number of shares held by the relevant shareholder may have changed since the date of such shareholder’s notification. Any reportable changes since the date hereof can also be found on the website of the SIX Exchange Regulation (SER), which also includes the individual reports of the significant shareholders: http://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html/.
2Disclosure notice of 18 November 2021. The voluntary notification included 21,859 shares of the Company (PolyPeptide Group AG, Zug, Switzerland) then currently held in treasury and 18,375,000 shares currently held by Draupnir Holding B.V. Mr. Frederik Paulsen (Lausanne, Switzerland) is at present the principal beneficiary of Foundation Mamont.
3Disclosure notice of 6 May 2021. Disclosure notice includes 1,546,023 shares of the Company corresponding to 5.34% of all voting rights of which 0.67% were delegated by a third party.