Merck 2010 Annual Report Download - page 134

statements of the Merck Group, and who reported on their audit. The Supervisory Board
took note of and approved the results of the audit. On completion of its examination, the
Supervisory Board raised no objections and thus approves the annual financial statements and
management report for Merck KGaA, the consolidated 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 (2) of the Articles of Associa-
tion. The Supervisory Board gives its consent to the proposal for the appropriation of the net
retained profit.

Corporate governance is a topic of high priority for the Supervisory Board. According to its
own estimation, the Supervisory Board consists of a sufficient number of independent members.
There were no conflicts of interest, as defined by the German Corporate Governance Code,
involving Supervisory Board members during 2010. After addressing corporate governance
topics in detail, the Executive Board and Supervisory Board resolved to adopt and issued the
updated Statement of Compliance on February 8, 2011 (Executive Board) and on February 17,
2011 (Supervisory Board) in accordance with section 161 of the German Stock Corporation Act
(Aktiengesetz). The statement is permanently available on the website of Merck KGaA (http://
www.merck.de/en/investors/corporate_governance/reports/corporate_governance_reports.
html). More information about corporate governance at Merck KGaA, including the compensation
of the Executive Board and Supervisory Board, is given in the Statement of Compliance on pages
108 et seq of the Annual Report.
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The Supervisory Board of Merck KGaA currently has no committees on account of the special
features that apply to the Supervisory Board of a corporation with general partners (KGaA)
under German company law and because a corresponding need for this has not emerged to
date. Therefore, no report is given on the work of committees.
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With just a few exceptions, all members of the Supervisory Board attended the four Supervisory
Board meetings held in 2010. Ms. Edeltraud Glänzer, Dr. Karl-Heinz Scheider, Mr. Osman Ulusoy
and Mr. Heiner Wilhelm were absent from the third meeting, and were excused.
There were no personnel decisions or changes in the composition of the Supervisory Board in
2010. In particular, there were no new elections, new appointments to bodies or formations of
new bodies.
Darmstadt, February 17, 2011
The Supervisory Board of Merck KGaA
Prof. Dr. Dr. h.c. Rolf Krebs
Chairman
Merck Annual Report 2010 130