Merck 2014 Annual Report Download - page 164

159CORPORATE GOVERNANCE → Statement on Corporate Governance
The rules of procedure prescribe that the Supervisory Board may
form committees as and when necessary. The Supervisory Board
has formed a Nomination Committee comprising three sharehold-
er representatives. Its members are Albrecht Merck, Wolfgang
Büchele and Theo Siegert. The Nomination Committee is responsi-
ble for proposing to the Supervisory Board suitable candidates for
its proposal to the Annual General Meeting. Apart from legal re-
quirements and the recommendations of the German Corporate
Governance Code, the “Objectives of the Supervisory Board with
respect to its composition” are to be taken into consideration as
well. Owing to the aforementioned limited authority, and since a
corresponding need has not yet arisen, the Super visory Board cur-
rently has no further committees.
The German Stock Corporation Act prescribes that the Super-
visory Board of a publicly listed company must have at least one
independent member on its Supervisory Board who has profes-
sional expertise in accounting or auditing. Theo Siegert satisfies
these requirements and is furthermore the Chairman of the Finance
Committee of the Board of Partners of E. Merck KG, Darmstadt,
Germany.
Board of Partners of E. Merck KG, Darmstadt, Germany
Some of the responsibilities that lie with the supervisory board
of a German stock corporation are fulfilled at the company by
E. Merck KG, Darmstadt, Germany. This applies primarily to the
Board of Partners of E. Merck KG, Darmstadt, Germany. Therefore,
the Board
of Partners and the composition and procedures of its
committees are described in the following.
The Board of Partners has nine members. Up until January 26,
2014, the Board of Partners was composed as follows:
Member
Memberships of
(a) other statutory supervisory boards and
(b) comparable German and foreign supervisory bodies of corporations
Frank Stangenberg-Haverkamp
Darmstadt, Vice Chairman of the Executive Board
and General Partner of E. Merck KG, Darmstadt, Germany, Chairman
(a) – Fortas AG, Rösrath (Chairman)
(b) – Oras Invest Ltd, Helsinki, Finland
– Travel Asset Group Ltd., London, United Kingdom (Chairman)
Johannes Baillou
Vienna, Austria, Managing Partner of
Bondi Immobilien-Consulting GmbH, Vienna, Austria (a) – Merck KGaA, Darmstadt, Germany
Jon Baumhauer
Munich, Chairman of the Executive Board
and General Partner of E. Merck KG, Darmstadt, Germany no board positions
Frank Binder
Monaco, Managing Director of Lloyd Yachts SAM, Monaco
(a) – Merck KGaA, Darmstadt, Germany
– Landbell AG für Rückhol-Systeme, Mainz (Chairman)
Wolfgang Büchele
Römerberg, Chief Executive Officer of Kemira Oyj, Helsinki, Finland (a) – Merck KGaA, Darmstadt, Germany
Rolf Krebs
Mainz, Physician
(a) – Merck KGaA, Darmstadt, Germany
– Ganymed Pharmaceuticals AG, Mainz (Chairman)
– Merz GmbH & Co. KGaA, Frankfurt / Main
– Merz Pharmaceuticals GmbH, Frankfurt / Main
Hans-Jürgen Leuchs
Ingelheim, Graduate chemist
(a) – Merck KGaA, Darmstadt, Germany
(b) – Zeton B.V., Enschede, Netherlands
– Zeton International Inc., Burlington, ONT, Canada
Albrecht Merck
Schriesheim, Commercial Director of the Castel Peter Winery, Bad Dürkheim (a) – Merck KGaA, Darmstadt, Germany
Theo Siegert
Düsseldorf, Managing Partner of de Haen Carstanjen & Söhne, Düsseldorf
(a) – Merck KGaA, Darmstadt, Germany
– E.ON SE, Düsseldorf
– Henkel AG & Co KGaA, Düsseldorf
(b) – DKSH Holding Ltd., Zurich, Switzerland