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”) focused on innovative peptides and oligonucleotides employed as the active pharmaceutical ingredient (i.e., APIs) and used as intermediates 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 Baar, Canton of Zug, Switzerland.
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 Association6, 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 Regulations7, the Board of Directors has delegated the responsibility and authority necessary or appropriate for carrying out the day-to-day and operational activities of PolyPeptide to the Executive Committee.
Under the leadership of the CEO, the Executive Committee is comprised of the CEO, CFO, the Director of Global Sales and Marketing, the Director of Global Operations and the General Counsel. The Executive Committee is further supported by additional members of senior management with deep industry experience who are designated and appointed by the CEO and who, together with members of the Executive Committee, form the PolyPeptide Management Committee. The PolyPeptide Management Committee prepares, informs and coordinates the implementation of the decisions of the CEO and the Executive Committee within their respective operational spheres.
In 2022, the PolyPeptide Management Committee comprised the Executive Committee together with the Director Global Innovation & Technology, Chief Human Resources Officer (who joined during the first half of 2022), Director Global Quality, Director Global Development / Regulatory / IP and Head of Investor Relations and Corporate Communications. The members of our PolyPeptide Management Committee are based across PolyPeptide’s sites in Europe and the US.
PolyPeptide Group AG, with its registered office at Neuhofstrasse 24, 6340 Baar, Switzerland, is a stock corporation (Aktiengesellschaft), 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. On 31 December 2022, the market capitalization (excluding treasury shares) of the Company’s shares amounted to CHF 833,681,383. Except for the Company, there are no other listed companies belonging to PolyPeptide.
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 2022, 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 A/S3
1PolyPeptide Laboratories GmbH was merged through a cross-border merger into Polypeptide Laboratories Holding (PPL) AB as recorded in the Swedish Companies Registration Office on 16 August 2022 and in the German Commercial Register of the Hamburg Local Court on 24 August 2022.
2PolyPeptide Laboratories San Diego, LLC is a wholly owned subsidiary of PolyPeptide Laboratories Inc.
3PolyPeptide 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 of 31 December 2022, 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
Cryosphere Foundation (St. Peter Port, Guernsey) / Draupnir Holding B.V. (Hoofddorp, The Netherlands)2
T. Rowe Price Associates, Inc. (Baltimore, MD, USA)3
Rudolf Maag (Binningen BL, Switzerland)4
Premier Fund Managers Limited (Guildford, Surrey, UK)5
Premier Portfolio Managers Limited (Guildford, Surrey, UK) / Premier Miton European Opportunities Fund6
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 Exchange Regulation (SER). 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 SER, which also includes the individual reports of the significant shareholders: http://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html/.