Supervisory Board

Committees

The committees set up by the Supervisory Board operate in compliance with the German Stock Corporation Act and the German Corporate Governance Code. The committees of the Supervisory Board are as follows:

Presidial Committee

This comprises two stockholder representatives and two employee representatives. Its main task is to serve as the mediation committee pursuant to the German Codetermination Act. It submits proposals to the Supervisory Board on the appointment of members of the Board of Management if the necessary two-thirds majority is not achieved in the first vote at a plenary meeting. The Supervisory Board has also delegated certain decision-making powers relating to capital measures to the Presidial Committee.

Audit Committee

The Audit Committee, comprising three stockholder representatives and three employee representatives, meets four times a year. Its tasks include examining the company’s internal and external accounting and the quarterly and annual financial statements prepared by the Board of Management. On the basis of the auditor’s report on the annual financial statements, the Audit Committee submits proposals concerning their approval by the full Supervisory Board.

The Audit Committee also oversees the company’s internal control system along with the procedures used to identify, track and manage risks, and monitors compliance with laws and statutory regulations.

The company’s Corporate Auditing department reports regularly to the Audit Committee, which also is responsible for the company’s relationship with the external auditor. The Audit Committee prepares the awarding of the audit contract to the audit firm appointed by the Annual Stockholders’ Meeting, suggests areas of focus for the audit and determines the auditor’s remuneration. It also monitors the independence, qualifications, rotation and efficiency of the auditor.

Human Resources Committee

On this committee, too, there is parity of representation between stockholders and employees. It consists of the Chairman of the Supervisory Board, one other stockholder representative and two employee representatives. The Human Resources Committee prepares the personnel decisions to be made by the Supervisory Board. In particular, it concludes service contracts with the members of the Board of Management on behalf of the Supervisory Board. It also provides advice on long-term succession planning for the Board of Management.

Nomination Committee

In accordance with the German Corporate Governance Code, the Nomination Committee consists entirely of stockholders' representatives. Its task is to make recommendations to the Supervisory Board regarding the candidates to be proposed to the Annual Stockholders' Meeting for election to the Supervisory Board as stockholders' representatives.

Standing committees of the Supervisory Board of Bayer AG (as at June 3, 2014)

Presidial Committee/
Mediation Committee

Wenning (Chairman), Achleitner, Hausmann, de Win

Audit Committee

Sturany1 (Chairman), Fischer, Hoffmann, Panke1, Wenning, de Win

Human Resources Committee

Wenning (Chairman), Achleitner, Kronen, Zühlke

Nomination Committee

Wenning (Chairman), Achleitner

1

Independent expert member pursuant to Section 100 Paragraph 5 of the German Stock Corporation Act (AktG)

Last updated: June 30, 2014 Copyright © Bayer AG
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