Merck 2014 Annual Report Download - page 163

158 CORPORATE GOVERNANCE → Statement on Corporate Governance
Member
Memberships of
(a) other statutory supervisory boards and
(b) comparable German and foreign supervisory bodies of corporations
Helga Rübsamen-Schaeff (since May 9, 2014)
Langenburg, Managing Director of AiCuris GmbH & Co. KG, Wuppertal
(a) – 4SC AG, Martinsried (since Jan. 2, 2015)
(b) – E. Merck KG, Darmstadt, Germany, Darmstadt1
Karl-Heinz Scheider
Gross-Zimmern, Specialist Life Science business Operations Strategy no board positions
Gregor Schulz (since May 9, 2014)
Umkirch, Pediatrician
(b) – E. Merck KG, Darmstadt, Germany, Darmstadt1
– Biotest US Corporation, Boca Raton FL, USA (until Dec. 31, 2014)
– Biotest Pharmaceuticals Corporation, Boca Raton FL, USA
 (until Dec. 31, 2014)
– Biotest (UK) Ltd., Solihull, United Kingdom (until Dec. 31, 2014)
– Biotest Seralc NV, Evere, Belgium (until Dec. 31, 2014)
Theo Siegert
Düsseldorf, Managing Partner of de Haen Carstanjen & Söhne,
Düsseldorf
(a) – E.ON SE, Düsseldorf
– Henkel AG & Co KGaA, Düsseldorf
(b) – E. Merck KG, Darmstadt, Germany, Darmstadt1
– DKSH Holding Ltd., Zurich, Switzerland
Tobias Thelen2 (since May 9, 2014)
Munich, Managing Partner of Altmann Analytik GmbH & Co. KG, Munich (b) – E. Merck KG, Darmstadt, Germany, Darmstadt1
Heiner Wilhelm (until May 9, 2014)
Reinheim, Chairman of the Works Council of the Darmstadt site,
Senior Manager Industrial Relations, Vice Chairman (until May 9, 2014)
no board positions
1 Internal board position.
2 Members appointed according to Article 6 (5) of the Articles of Association.
The Supervisory Board performs a monitoring function. It super-
vises the management of the company by the Executive Board. In
comparison with the supervisory board of a German stock cor-
poration, the role of the supervisory board of a corporation with
general partners (KGaA) is limited. This is due to the fact that the
members of the Executive Board are personally liable partners and
therefore are themselves responsible for the management of the
company. In particular, the Supervisory Board is not responsible for
appointing and dismissing general partners or for regulating the
terms and conditions of their contract s. This is the responsibility of
E. Merck KG, Darmstadt, Germany. Nor does the Supervisory Board
have the authority to issue rules of procedure for the Executive
Board or a catalogue of business transactions requiring approval.
This authority like
wise belongs to E. Merck KG, Darmstadt, Ger-
many (Arti
cle 13 (3) sentence1 and (4) sentence1 of the Articles
of Association). However, the fact that the Supervisory Board has
no possibilities to directly influence the Executive Board restricts
neither its information rights nor audit duties. The Supervisory
Board must monitor the Executive Board
in terms of legality,
regularity, usefulness, and economic efficiency.
In particular, the
Supervisory Board has the duty to examine the reports provided
by the Executive Board. This includes regular reports on the
intended business policy, as well as other funda
mental issues per-
taining to corporate planning, especially financial, investment and
HR planning; the profitability of the Group; the pr
ogress of busi-
ness; the risk situation; risk management (in cluding compliance);
and the internal auditing system. In addition, by means of con-
sul tation with the Executive Board, it creates the basis for super-
vision of the management of the company by the
Supervisory
Board according to section111 (1) of the German
Stock Corpora-
tion Act (AktG).
The Supervisory Board examines the annual financial state-
ments and management report o f Merck KGaA, Darmstadt, Ger-
many, as well as the Group financial statements and the Group
management report, taking into account in each case the reports
of the auditor. Moreover, the Supervisory Board discusses the
quarterly reports and the half-year financial report, taking into
account in the latter case the report of the auditor on the audit
review of the abridged financial statements and the interim man-
agement report of the Group. The adoption of the annual financial
statements is not the responsibility of the Supervisory Board, but
of the General Meeting. The
Supervisory Board normally meets
four times a year. Further
meetings may be convened if requested
by a member of either the
Supervisory Board or the Executive
Board. As a rule, resolutions of the Supervisory Board are passed
at meetings. At the instruc
tion of the chairman, in exceptional
cases a resolution may be
passed by other means, details of which
are given in the rules of procedure.
The members of the Board of Partners of E. Merck KG,
Darmstadt, Germany, and of the Supervisory Board may be con-
vened to a joint meeting if so agreed by the chairmen of the two
boards.