Corporate Governance

Governing Body - Board of Directors

Executive Directors

  • Dr. Cornelius Baur, Chief Executive Officer
    • Former McKinsey & Company Managing Partner Germany and Austria; Global Board Member; Former Head of European Operations Practice
    • 30-year career at McKinsey & Company with various executive roles and responsibilities (e.g., Finance Committee Chair), most recently 7 years as Managing Partner for over 3,500 employees in Germany/Austria
    • Led more than 300 value creation/transformation programs in industry and for Private Equity
  • Dr. Thomas Rudolph, Chief Investment Officer
    • Medical Doctor and former McKinsey & Company Leader of the Healthcare practice in Germany and European Private Equity/Healthcare sector
    • 20-year career at McKinsey & Company in Healthcare consulting, with a focus on Pharma, Healthcare PE, and MedTech
    • Led over 300 due diligence processes for PE and strategic investors, supported ~30 successful exit processes, and was at the core of >20 full potential transformations
    • Has worked with all leading PEs with Healthcare exposure in Europe, with involvement in more than 80% of the most significant deals in the last 10 years

Non-executive Directors

  • Stefan Winners, Non-executive Chairman of the Board
    • Former CEO of Lakestar SPAC 1: CEO of the first European Tech SPAC, which recently completed a business combination with HomeToGo
    • Former Executive Board Member Digital of Hubert Burda Media: Strong track record in supporting companies to grow exponentially from an investor and board perspective
    • Board member: Several high growth companies including Zooplus AG, CEPRES, Cyndx and Giesecke+Devrient
  • Peer M. Schatz, Non-executive Member of the Board
    • Entrepreneur and private investor: Active as a founder, entrepreneur and investor in the global life sciences sector
    • Former CEO of QIAGEN: Grew Qiagen from a $2m company into a multinational corporation with $1.6bn revenues
    • Board member: Member of several life sciences/medical industry and advisory boards (e.g. Siemens Healthineers, Centogene, Resolve Biosciences)
  • Dr. Stefan Oschmann, Non-executive Member of the Board
    • Former CEO of Merck: Deep expertise and network from a > 30-year career in Healthcare and life sciences
    • Board member: Chairman of Supervisory Board AiCuris, Chair of the Board UCB
    • Senior industry advisor: Former Chairman of IFPMA and EFPIA
  • Dr. Axel Herberg, Non-executive Member of the Board
    • Private investor in Healthcare: Active as an investor in the European Healthcare sector
    • Board member: Member of life science/medical boards (e.g. Vetter Pharma, PharmaZell, Leica)
    • Current Chairman and former CEO of Gerresheimer AG: Strong track record as CEO and Chairman of Gerresheimer incl. multiple successful M&A and transformation projects
    • Former Partner at Blackstone Private Equity: Significant investment experience as Senior Managing Partner and Senior Advisor for Blackstone DACH and Europe

Corporate Governance Statement

As a Dutch company listed on a stock exchange, the Company is subject to the Dutch Corporate Governance Code (the “DCGC”). The DCGC contains both principles and best practice provisions for boards of directors, shareholders and general meetings, auditors, disclosure, compliance and enforcement standards. A copy of the DCGC can be found on The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their annual report to what extent it complies with the principles and best practice provisions of the DCGC, and where it does not, it must state why and to what extent it deviates from the DCGC. The Company’s most substantial deviations from the DCGC are summarized below.

Prior to completing the Business Combination, the Company has not and will not be involved in any activities other than preparation for the Private Placement and the Business Combination. The Company intends to tailor its compliance with the DCGC to the situation after the Business Combination Date and will, until such time, not comply with a number of best practice provisions. To the extent the Company will deviate from the DCGC following the Business Combination, such deviations will be disclosed at that time. To the extent best practice provisions relate to the Board and its committees, the Company’s most substantial deviations of the DCGC are summarized below.

Independence of the non-executive directors (best practice provision 2.1.7)

The DCGC provides that a majority of the non-executive directors should be independent. The Company has two non-executive directors that are independent (Stefan Oschmann and Axel Herberg) and two non-executive directors that are non-independent (Stefan Winners and Peer M. Schatz). Prior to his appointment as a non-executive director of the Company, Mr. Winners as shareholder of the Sponsor Winners & CO. GmbH was involved in the foundation of the Company and also provided advice to the Company in connection with the preparation of the Private Placement. Accordingly, Mr. Winners will not qualify as “independent” within the meaning of best practice provision 2.1.9 DCGC. Moreover, Mr. Schatz has performed management duties for the Company as from the incorporation of the Company until November 16, 2021 and will therefore also not qualify as “independent” within the meaning of best practice provision 2.1.9 DCGC. Nevertheless, the Company deems the balance of the non-executive directors sufficient. Moreover, the Company aims to comply with this provision as from November 16, 2022.

Independence of the chairman (best practice provision 2.1.9)

The DCGC recommends that the chairman of the board should be independent. With effect as of the date of Admission, Stefan Winners has been appointed as Chairman. As described above, Mr. Winners will not qualify as “independent” within the meaning of best practice provision 2.1.9 DCGC. Nevertheless, the Company intends to appoint Mr. Winners as Chairman as it considers Mr. Winners suitable for this position.

Majority requirements for dismissal and overruling binding nominations (best practice provision 4.3.3)

The Directors are appointed by the general meeting upon the binding nomination of the Board. The general meeting may only overrule the binding nomination by a resolution passed by a two-thirds majority of votes cast, provided such majority represents more than half of the Company’s issued share capital. In addition, except if proposed by the Board, the Directors may be suspended or dismissed by the general meeting at any time by a resolution passed by a two-thirds majority of votes cast, provided such majority represents more than half of the Company’s issued share capital. The possibility to convene a new general meeting as referred to in Section 2:230(3) of the Dutch Civil Code (“DCC”) in respect of these matters has been excluded in the Articles of Association. The Company believes that these provisions support the continuity of the Company and its business and that those provisions, therefore, are in the best interest of the shareholders and other stakeholders.