Merck 2014 Annual Report Download - page 151

146 CORPORATE GOVERNANCE → Statement on Corporate Governance
The General Meeting of Merck KGaA, Darmstadt, Germany
The nineteenth General Meeti ng of Merck KGaA, Darmstadt, Ger-
many, was held on
May9, 2014 in Frankfurt am Main, Germany.
At 63.85 %, the
proportion of share capital represented at the
meeting was slightly lower than in the previous year. In 2013, the
proportion of share capital represented was 67.54 %.
In particular, the Annual General Meeting passes resolutions
con
cerning the approval of the annual financial statements, the
appropriation of net retained profit, the approval of the actions of
the Executive Board members and the Supervisory Board members,
as well as the choice of the auditor. Changes to the Articles of
Association likewise require the adoption of a resolution by the
General Meeting.
The shareholders of Merck KGaA, Darmstadt, Germany, exer-
cise their rights at the General Meeting. They may exercise their
voting rights personally,
through an authorized representative or
through a proxy appointed
by the company. The proxy is in atten-
dance throughout the duration of the General Meeting. All the
documents and information
concerning upcoming General Meet-
ings (including a summary explanation of shareholder rights) are
posted on our website.
Moreover, the General Meeting is webcast
live on the Internet from its commencement until the end of the
speech by the Chairman of the Executive Board. The introductory
speeches by the Chairman of the Executive Board and the Chair-
man of the Super
visory Board are recorded in order to make them
available to
interested members of the public at any time after
the meeting. In
this way, we are satisfying the high transparency
requirements of the Group.
Statement of Compliance
In accordance with section161 AktG, applying the provisions of
the German Corporate Governance Code correspondingly, the
Executive Board and the Supervisory Board issued the following
statement of compliance with the recommendations of the Govern-
ment Commission of the German Corporate Governance Code:
“Declaration of the Executive Board and the Supervisory
Board of Merck KGaA, Darmstadt, Germany, on the recommenda-
tions of the Government Commission of the German Corporate
Governance Code pursuant to section161 AktG.
Since the last statement of compliance on February28, 2014,
the Group has complied with the recommendations of the Govern-
ment Commission of the German Corporate Governance Code in
the versions dated May13, 2013 and June24, 2014 and published
in the official section of the German Federal Gazette during its
period of validity with the following exceptions:
Contrary to section4.2.5 sentence5 and sentence6 of the German
Corporate Governance Code, certain information on the compen-
sation of Executive Board members has not been included, nor
have the model tables provided for this purpose been utilized. It
seems doubtful as to whether the largely repetitive provision of
identical information in two additional tables contributes to the
transparency or the understandability of the Compensation Report
(see section4.2.5 sentence3 of the German Corporate Governance
Code).
Contrary to section5.3.2 of the German Corporate Governance
Code, the Supervisory Board has not established an audit com-
mit tee. However, an audit committee does exist in the form of the
Finance Committee of the Board of Partners of E. Merck KG,
Darmstadt, Germany, which to a large extent exercises the duties
described in section5.3.2 of the Code. Due to the relatively limited
authority of the supervisory board of a KGaA in comparison with
that of an AG, this therefore satisfies the requirements of the
German Corporate Governance Code.
Contrary to section 5.4.1 para 2 sentence 1 of the German
Corporate Governance Code, an age limit is not taken into account
when proposing candidates for election to the Supervisory Board
pursuant to the published objectives of the Supervisory Board. The
age of Supervisory Board members is not a criterion for their qual-
ifications and competence. Moreover, we do not wish to forego the
many years of experience of Supervisory Board members.
Contrary to section7.1.2 sentence4 of the German Corporate
Governance Code, owing to the way in which the German legal
holidays fall in May 2015, in this isolated instance the interim
report can only be made publicly accessible slightly after the
allotted 45-day time limit from the end of the reporting period.
In view of future compliance with the current recommenda-
tions of the Government Commission of the German Corporate
Governance Code, the Executive Board and the Supervisory Board
declare the following: With the exception of the aforementioned
deviations from section 4.2.5 sentences 5 and 6 (disclosure of
compensation), section5.3.2 (audit committee), section5.4.1 para
2 sentence1 (age limit), and section7.1.2 sentence4 (publication
deadline), the company will comply with the recommendations of
the Code in the version dated June 24, 2014.”
Darmstadt, February 27, 2015
For the Executive Board For the Supervisory Board
s. Karl-Ludwig Kley s. Wolfgang Büchele