Merck 2014 Annual Report Download - page 161

156 CORPORATE GOVERNANCE → Statement on Corporate Governance
PROCEDURES OF THE EXECUTIVE BOARD,
SUPERVISORY BOARD, BOARD OF
PARTNERS AND ITS COMMITTEES
Members of the Executive Board of Merck KGaA,
Darmstadt, Germany
Notes on memberships of statutory supervisory boards and com-
parable German and foreign supervisory bodies (section285 No.
10 HGB in conjunction with section125 (1) sentence5 AktG).
Member
Memberships of
(a) statutory supervisory boards and
(b) comparable German and foreign supervisory bodies of corporations
Karl-Ludwig Kley
Darmstadt, Chairman
(a) – Bertelsmann SE & Co. KGaA, Gütersloh
– Bertelsmann Management SE, Gütersloh
– BMW AG, Munich (Vice Chairman)
– Deutsche Lufthansa AG, Cologne
Stefan Oschmann
Munich, Vice Chairman (since Jan. 1, 2015),
responsible for the Biopharma and Consumer Health divisions as well as for
the Allergopharma and Biosimilars business units (until Dec. 31, 2014)
no board positions
Kai Beckmann
Darmstadt, Head of Group Human Resources no board positions
Belén Garijo Lopez
Frankfurt am Main, responsible for the Healthcare business sector of Merck
KGaA, Darmstadt, Germany (since Jan. 1, 2015)
(b) – Banco Bilbao Vizcaya Argentaria S. A., Bilbao, Spain
– L’Oréal S. A., Clichy, France
Marcus Kuhnert1
Haan, Chief Financial Officer (since August 1, 2014) no board positions
Bernd Reckmann
Seeheim-Jugenheim, responsible for the Performance Materials
and Life Science business sectors of Merck KGaA, Darmstadt, Germany no board positions
Matthias Zachert
Bonn, Chief Financial Officer (until March 31, 2014) no board positions
1 Mr. Kuhnert has been a member of the Executive Board of E. Merck KG, Darmstadt, Germany, since August 1, 2014. Mr. Zachert left the Executive Board of E. Merck KG, Darmstadt,
Germany, on March 31, 2014.
The general partners with no equity interest (Executive Board)
manage the business activities in accordance with the laws, the
Articles of Association and the rules of procedure. They are ap-
pointed b
y E. Merck KG, Darmstadt, Germany, in acc ordance with
the consent of a simple majority of the other general partners. The
members of the Executive Board are jointly responsible for the
entire management of the company. Certain tasks are assigned to
individual Executive Board members based on a responsibility dis-
tribution plan. Each Executive Board member promptly informs
the other members of any important actions or operations in his
respective business area. The Executive Board is responsible for
preparing the annual financial statements
of Merck KGaA, Darm-
stadt, Germany, and of the Grou
p as well as for approving the
quarterly and half-year financial statements of
the Group. In addi-
tion, the Executive Board ensures that all legal provisions, official
regulations and the company’s internal policies are abided by, and
works to achieve compliance with them by all the companies of
the
Group. A Group-wide guideline defines in detail which trans-
actions require prior Executive Board approval.
The Executive Board provides the Supervisory Board with
regular, up-to-date and comprehensive reports about all company-
relevant issues concerning strategy, planning, business develop-
ments, the risk situation, risk management and compliance. The
rules of procedure of the Executive Board and of the Supervisory
Board as well as a Supervisory Board resolution regulate further
details on the information and reporting duties of the Executive
Board vis-à-vis the Supervisory Board.
The Executive Board informs the Board of Partners and the
Supervisory Board at least quarterly of the progress of business
and the situation of the company. In addition, the Executive Board