Merck 2008 Annual Report Download - page 73

Download and view the complete annual report

Please find page 73 of the 2008 Merck annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 153

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153

68 | Merck Annual Report 2008
Report of the Supervisory Board
During fiscal 2008, the Executive Board provided the Supervisory Board with regular
written and verbal reports on the business development of Merck KGaA and the Merck
Group. In particular, the Supervisory Board was informed about the market and sales
situation of the company against the background of macroeconomic developments,
the financial position of the company and its subsidiaries, as well as their earnings
development and corporate planning. The major business policy transactions were also
discussed in five joint meetings with the Executive Board, specifically the integration
of Serono S.A. No permanent Supervisory Board committees have been set up.
The annual financial statements of Merck KGaA, the consolidated financial statements
of the Merck Group and the management reports for Merck KGaA and the Merck Group,
including the accounts, were audited by KPMG AG Wirtschaftsprüfungsgesellschaft.
The auditors issued an unqualified audit opinion on the annual financial statements and
management report for Merck KGaA in accordance with German Auditing Standards.
For the consolidated financial statements prepared in accordance with International
Financial Reporting Standards, the auditors issued the auditor’s report, reproduced in the
Annual Report of the Merck Group. In addition, the auditors audited the calculation of
Merck KGaA’s participation in the profits of E. Merck KG in accordance with Art. 27 (3)
of the Articles of Association. The annual financial statements of Merck KGaA, the
consolidated financial statements of the Merck Group, the management reports for
Merck KGaA and the Merck Group, and the proposal by the Executive Board for the
appropriation of the net retained profit were presented and distributed to the Supervi-
sory Board, together with the auditor’s reports.
In accordance with Art. 14 (2) of the Articles of Association, the Supervisory Board
also examined the annual financial statements of Merck KGaA and the management
report for Merck KGaA, the proposal for the appropriation of the net retained profit and
the auditor’s report presented in accordance with Art. 27 (3) of the Articles of Associa-
tion. It also examined the consolidated financial statements of the Merck Group, the
management report for the Merck Group, and took note of the auditor’s report of KPMG
AG Wirtschaftsprüfungsgesellschaft.
The discussion of the relevant agenda item at the Supervisory Board’s meeting on
February 12, 2009 to approve the financial statements was also attended by the audi-
tors signing the audit opinion on the annual financial statements of Merck KGaA and
the consolidated financial statements of the Merck Group, who reported on their audit.
The Supervisory Board took note of and approved the results of the audit. On comple-
tion of its examination, the Supervisory Board raised no objections and thus approves
the annual financial statements and management report for Merck KGaA, the con-
solidated financial statements of the Merck Group and the management report for the
Merck Group prepared by the Executive Board, as well as the report presented by the
auditors in accordance with Art. 27 (3) of the Articles of Association. The Supervisory
Board gives its consent to the proposal for the appropriation of the net retained profit.
In 2008, considerable changes were made to the Supervisory Board in terms of both
organization and personnel: The number of employees at Merck KGaA and associated
companies in Germany has increased steadily. Merck now has more than 10,000 employ-
ees throughout Germany. Therefore the Supervisory Board was enlarged from 12 to a
total of 16 members. The term of office of all members of the Supervisory Board legally
ended with the 2008 Annual General Meeting. New elections were therefore necessary.