Merck 2010 Annual Report Download - page 129

Member
Memberships of
(a) other statutory supervisory boards and
(b) comparable German and foreign supervisory bodies of corpora-
tions

Düsseldorf, Managing Partner of
de Haen Carstanjen & Söhne,
Düsseldorf
(a) – Deutsche Bank AG, Frankfurt
– ERGO AG, Düsseldorf (until May 12, 2010)
– E.ON AG, Düsseldorf
– Henkel AG & Co KGaA, Düsseldorf
(b) – Board of Partners E. Merck KG, Darmstadt
– Board of Directors DKSH Holding Ltd., Zurich, Switzerland

Wiesbaden, Regional Director of
Industriegewerkschaft Bergbau,
Chemie, Energie (IG BCE)
(a) – Evonik Röhm GmbH, Darmstadt (Vice Chairman)
The Supervisory Board performs a monitoring function. It supervises the management of the
company by the Executive Board. In comparison with the supervisory board of a German stock
corporation, the role of the supervisory board of a corporation with general partners (KGaA)
is limited. This is due to the fact that the members of the Executive Board are personally liable
partners and therefore are responsible for the management of the company themselves. In
particular, the Supervisory Board is not responsible for appointing and dismissing general
partners or for regulating the terms and conditions of their contracts. The authority for this
belongs to E. Merck KG. Nor does the Supervisory Board have the authority to issue rules of
procedure for the Executive Board or a catalog of business transactions requiring approval.
This authority likewise belongs to E. Merck KG (Art. 13 (3) sentence 1 and (4) sentence 1 of the
Articles of Association). However, the fact that the Supervisory Board has no possibilities to
directly influence the Executive Board restricts neither its information rights nor audit duties.
The Supervisory Board must monitor the Executive Board in terms of legality, regularity, useful-
ness and economic efficiency. In particular, the Supervisory Board has the duty to examine the
reports provided at least quarterly by the Executive Board about the progress of business – in
particular sales and the position of the company. In addition, by means of consultation with the
Executive Board, it creates the basis for supervision of the management of the company by the
Supervisory Board according to section 111 (1) of the German Stock Corporation Act (AktG).
The Supervisory Board deals with the quarterly and half-year consolidated financial statements
and examines the annual financial statements of the Merck Group as well as the annual financial
statements of Merck KGaA, taking into account the auditor’s reports. The adoption of the
annual financial statements is not the responsibility of the Supervisory Board, but of the General
Meeting. The Supervisory Board normally meets four times a year. Further meetings may be
convened if demanded by a member of either the Supervisory Board or the Executive Board. As
a rule, resolutions of the Supervisory Board are passed at meetings. At the instruction of the
chairman, in exceptional cases a resolution may be passed by other means, details of which are
given in the rules of procedure.
The members of the Board of Partners of E. Merck KG and of the Supervisory Board may be
convened to a joint meeting if so agreed by the chairmen of the two boards.
The rules of procedure prescribe that the Supervisory Board may form committees as and when
necessary. The Supervisory Board currently has no committees. Because of the limited authority
of the Supervisory Board, it does not appear appropriate to subdivide it further.
Company 125Consolidated Financial Statements More informationManagement Report Corporate governance
Statement on corporate governance