Merck 2010 Annual Report Download - page 127

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Notes on memberships of statutory supervisory boards and comparable German and foreign
supervisory bodies
(section 285 sentence 1, No. 10 HGB in conjunction with section 125 (1) sentence 5 AktG)
Member
Memberships of
(a) other statutory supervisory boards and
(b) comparable German and foreign supervisory bodies of corporations
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Darmstadt
Chairman
(a) – Bertelsmann AG, Gütersloh
– BMW AG, Munich (Vice Chairman since May 18, 2010)
– 1. FC Köln GmbH & Co KGaA, Cologne (Chairman)
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Darmstadt
(b) – Bâloise Holding AG, Basel, Switzerland (since April 23, 2010)
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Seeheim-Jugenheim
(b) – Millipore Corp., Billerica, USA (since July 2010)
– Millipore Corp., Cidra, Puerto Rico (since July 2010)
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Darmstadt
(b) Member of the Board of Directors:
– ChemGenex Pharmaceuticals Ltd., Geelong, Australia
– Merck Serono S.A., Coinsins, Switzerland
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Munich (as of Jan. 1, 2011)
no board positions
The general partners with no equity interest (Executive Board) manage the business activities
in accordance with the laws, the Articles of Association and the rules of procedure. They are
appointed by E. Merck KG with the consent of a simple majority of the other general partners.
The members of the Executive Board are jointly responsible for the entire management of the
company. The Executive Board is responsible for preparing the annual financial statements of
Merck KGaA, the quarterly and half-year financial statements, as well as the annual financial
statements of the Merck Group. In addition, the Executive Board ensures that all provisions
of law, official regulations and the company’s internal policies are abided by, and works to
achieve their compliance by all the companies of the Merck Group.
The Executive Board provides the Supervisory Board with regular, up-to-date and comprehensive
reports about all company-relevant issues concerning planning, business developments, the
risk situation and risk management. A Supervisory Board resolution regulates further details on
the information and reporting duties of the Executive Board vis-à-vis the Supervisory Board.
The Executive Board informs the Board of Partners and the Supervisory Board at least quarterly
of the progress of business and the situation of the company. In addition, the Executive Board
informs the stated boards at least annually of the company’s annual plans and strategic
considerations.
The Executive Board passes its resolutions in meetings that are normally held twice a month.
Company 123Consolidated Financial Statements More informationManagement Report Corporate governance
Statement on corporate governance