Merck 2014 Annual Report Download - page 158

153CORPORATE GOVERNANCE → Statement on Corporate Governance
Ownership, purchase or sale of shares in the company by
members of the Executive Board and of the Supervisory
Board
As of December 31, 2014, the members of the Executive Board and
of the Supervisory Board either directly or indirectly held 25,997
shares of Merck KGaA, Darmstadt, Germany. Their total ownership
represents less than 1 % of the issued shares of Merck KGaA,
Darmstadt, Germany. Transactions executed by members of the
Executive Board and of the Supervisory Board are disclosed on
the Group website at www. emdgroup.com/investors → Corporate
Governance → Directors’ Dealings.
INFORMATION ON CORPORATE
GOVERNANCE PRACTICES
Reporting
It is the objective of Merck KGaA, Darmstadt, Germany, to provide
the latest information to all shareholders, media, financial ana-
lysts and interested members of the public, while creating the
greatest possible transparency. For this reason, the company uses
a wide range of communication platforms to engage in a timely
dialogue with all interested parties about the situation of the com-
pany and business changes. The Group’s principles include pro-
viding factually correct, comprehensive and fair information.
Information subject to disclosure requirements, as well as in-
formation that is not, can be accessed worldwide on the website of
MerckKGaA, Darmstadt, Germany (www. emdgroup.com), which is
the
company’s most important publication platform. Apart from a
detailed financial calendar, quarterly and half-year financial reports
covering the past three years are available here in German and
English. In addition, in line with the legal requirements, ad hoc an-
nouncements are published on the website. These contain informa tion
on circumstances that could impact the company’s share price.
Regular press conferences, investor meetings on the occasion of
investor conferences as well as road shows offer another platform for
dialogue. The company presentations prepared for this purpose are
also available on the website of MerckKGaA, Darmstadt, Germany.
In
addition, the Investor Relations team is always available to private
and institutional investors who wish to receive further information.
To ensure the greatest possible transparency, all documents
concerning the General Meeting are available on the company
website. Additionally, some parts of the General Meeting are web-
cast live on the Internet.
Dealing with insider information
Dealing properly with insider information is very important to us.
Our insider committee examines the existence of insider informa-
tion, ensures compliance with legal obligations and prepares any
necessary measures. The members of the insider committee are
appointed by the Executive Board; at least two members work in
Group Legal & Compliance. The insider committee meets at regu-
lar intervals, yet also meets when circumstances require. The Chief
Financial Officer is vested with the authority to make the final
decision on handling potential insider information.
In order to ensure a high level of protection for insider infor-
mation, in 2011 the Executive Board issued an internal insider
guideline applicable throughout the Group worldwide. This guide-
line informs employees about their responsibilities under insider
trading laws and gives clear instructions for compliant behavior.
In addition, it describes the function of the insider committee in
detail. Moreover, our Code of Conduct, which is binding on all
employees, also contains an explicit, detailed reference to the
ban on using insider information. Within the scope of obligatory
training courses on the Code of Conduct, all employees are in-
structed on the subject of insider trading.
Accounting and audits of financial statements
Merck KGaA, Darmstadt, Germany, prepares its consolidated fi-
nancial statements and Group management report in accordance
with International Financial Reporting Standards (IFRS), as appli-
cable in the EU, as well as the supplementary rules applicable
under section315a (1) of the German Commercial Code (HGB) and
as stipulated by our Articles of Association. The Group financial
statements and the Group management report are prepared by the
Executive Board and examined by an auditor, taking into account
the generally accepted standards for the audit of financial state-
ments promulgated by the Institut der Wirtschaftsprüfer (IDW).
The Supervisory Board commissioned KPMG AG Wirtschafts-
prüfungsgesellschaft, Berlin, to audit the Group financial state-
ments and the Group management report for 2014. The auditor
responsible for auditing the consolidated financial statements
changes regularly in accordance with the statutory requirements.
Manfred Jenal is currently leading the audit engagement and has
been the auditor-in-charge of the engagement since fiscal 2008.
Neither party identified any conflicts of interest. Moreover, the
Supervisory Board agreed with KPMG AG that the auditor shall
inform the Supervisory Board without delay of any grounds for
bias or disqualification occurring during the audit if these cannot
be immediately rectified. Additionally, the auditor must immedi-
ately report to the Supervisory Board any findings and issues
which emerge during the audit that have a direct bearing upon
the
tasks of the Supervisory Board. The auditor shall inform the
Supervisory Board or note in the audit report any circumstances
determined during the audit that would render inaccurate the
Statement of Compliance made by the Executive Board and the
Supervisory Board. It has also been agreed with the auditor that in
order to assess whether the Executive Board has fulfilled its obli-
gations in accordance with section91 (2) AktG, the audit will also
cover the company’s early warning risk identification system.
Moreover, the auditor is required to examine and evaluate the
accounting-relevant internal control system insofar as this is
nec
essary and appropriate for assessing the accuracy of financial
reporting.