Merck 2014 Annual Report Download - page 168

163CORPORATE GOVERNANCE → Report of the Supervisory Board
stadt, Germany, in accordance with Art. 27 (2) of the Articles of
Association. The annual financial
statements of Merck KGaA,
Darmstadt, Germany, the consolidated financial statements of
the Group, the management reports for Merck KGaA, Darmstadt,
Germany, and the Group, and the proposal by the Executive
Board for the
appropriation of the net retained profit were pre-
sented and distributed to the Supervisory Board, together with the
auditor’s
reports.
In accordance with Art.14(2) of the Articles of Association,
the
Supervisory Board also examined the annual financial statements
of Merck KGaA, Darmstadt, Germany, and the management report
for Merck KGaA, Darmstadt, Germany, the proposal for the appro-
priation of net retained profit
and the auditor’s report presented in
accordance with Article27 (2)
of the Articles of Association. It also
examined the consolidated
financial statements of the Group as
well as the management report for the Group, and took note of
the
auditor’s report of KPMG AG Wirtschaftsprüfungsgesellschaft,
Berlin.
The discussion of the relevant agenda item at the Supervisory
Board’s meeting on February 27, 2015 to approve the financial
statements was also attended by the auditors who sign the audit
opinion on the annual financial statements of Merck KGaA,
Darmstadt, Germany, and the consolidated financial statements of
the Group. These auditors furthermore reported on their audit at
this meeting.
The Supervisory Board took note of and approved the results
of the audit. On completion of its examination, the Supervisory
Board raised no objections and thus approved the annual financial
statements and management report for Merck KGaA, Darmstadt,
Germany, the consolidated financial statements of the Group and
the management report for the Group prepared by the Executive
Board, as well as the report presented by the auditors in accor-
dance with Article27(2) of the Articles of Association. Following
its own examination of the situation, the Supervisory Board gave
its consent to the proposal of the Executive Board for the appro-
priation of net retained profit.
Corporate governance and Statement of Compliance
Corporate governance is a topic of high priority for the Super-
visory Board. In its own estimation, the Supervisory Board has
an
adequate number of independent members. There were no con-
flicts of interest, as defined by the German Corporate Governance
Code, involving Supervisory Board members during 2014. After
addressing corporate governance topics in detail, the Executive
Board and Supervisory Board resolved to adopt and issue the
u pdated Statement of Compliance on February18, 2015 (Executive
Board) and on February27, 2015 (Supervisory Board) and jointly
issued it on February27, 2015 in accordance with section161 of
the German Stock Corporation Act. The statement is permanently
available on the website of Merck KGaA, Darmstadt, Germany
(www. emdgroup.com Investors → Corporate Governance). More
information about corporate governance at Merck KGaA,
Darmstadt, Germany, including the compensation of the Executive
Board and Supervisory Board, is given in the Statement of
Compliance on pages145 et seq. of the Annual Report.
Committees
Apart from the Nomination Committee, the Supervisory Board of
Merck KGaA, Darmstadt, Germany, currently has no further com-
mittees on account of the special features that apply to the Super-
visory Board of a corporation with general partners (KGaA) under
German company law and because a corresponding need for this
has not emerged to date. The members of the Nomination Com-
mittee held a meeting on February6, 2014. In order to prepare for
the election of the shareholder representative members of the
S upervisory Board by the Annual General Meeting on May9, 2014,
they spoke with one another about the professional and personal
qualifications of suitable candidates for the Supervisory Board.
The Supervisory Board elected a new Nomination Committee on
November 11, 2014. No report is given on the work of further
committees.
Personnel matters
With the exception of Crocifissa Attardo and Edeltraud Glänzer,
who were absent from the meeting on November 11, 2014, all the
Supervisory Board members attended all the ordinary Supervisory
Board meetings. The following changes in the composition of the
Supervisory Board took place in 2014: Wolfgang Büchele, Michaela
Freifrau von Glenck, Albrecht Merck, Helga Rübsamen-Schaeff,
Gregor Schulz and Theo Siegert were elected as shareholder repre-
sentatives to the Supervisory Board by the Annual General Meet-
ing on May 9, 2014. In addition, Siegfried Karjetta and Tobias
Thelen were appointed to the Supervisory Board. Moreover, on
April 1, 2014 the delegates’ assembly elected Crocifissa Attardo,
Mechthild Auge, Gabriele Eismann, Michael Fletterich, Edeltraud
Glänzer, Dietmar Oeter, Alexander Putz, and Karl-Heinz Scheider
as employee representatives with effect from the conclusion of the
Annual General Meeting on May9, 2014.
Darmstadt, February 27, 2015
The Supervisory Board of Merck KGaA, Darmstadt, Germany
Wolfgang Büchele
Chairman