Merck 2010 Annual Report Download - page 133

General Meeting and adopted the statement on corporate governance including the Statement
of Compliance with the German Corporate Governance Code in a joint report of the Executive
Board and Supervisory Board.
The meeting held on April 27, 2010 focused on current business developments. In particular,
the effects of economic recovery on the Chemicals business were discussed. Moreover, the
Executive Board informed the Supervisory Board about the current status of the Millipore
transaction.
In its meeting held on July 28, 2010, the Supervisory Board discussed the positive business
development in the first half of 2010 and also dealt intensively with the internal auditing
system and company risk management. For this purpose, the head of Corporate Auditing and
the company risk manager presented their annual report. These reports are a standard part of
the July meeting every year. With regard to risk management, important individual risks were
identified, which were reported in detail to the Supervisory Board. No risks that threaten the
continued existence of the company were identified.
The fourth Supervisory Board meeting in fiscal 2010 was held on October 25, 2010. In this
meeting, the Supervisory Board focused mainly on the report of the Executive Board on business
developments in the third quarter of 2010. In addition, the head of Corporate Legal & Compli-
ance presented the compliance report of 2010 to the Supervisory Board. This report is a standard
part of the October meeting every year. In addition, the Supervisory Board was informed about
current changes to the German Corporate Governance Code and discussed the objectives with
regard to its composition.
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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 (2) 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
Supervisory 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 (2) of the Articles of Association. 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 17,
2011 to approve the financial statements was also attended by the auditors who sign the audit
opinion on the annual financial statements of Merck KGaA and the consolidated financial
Company 129Consolidated Financial Statements More informationManagement Report Corporate governance
Report of the Supervisory Board
Statement on corporate governance