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 the Chairman and Vice Chairman of the Supervisory Board along with a further stockholder representative and a further employee representative. The Presidial Committee serves primarily as the mediation committee pursuant to the German Codetermination Act. It has the task of submitting 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. Certain decision-making powers in connection with capital measures, including the power to amend the Articles of Incorporation accordingly, have also been delegated to this committee.

Audit Committee

The Audit Committee comprises three stockholder representatives and three employee representatives. The Chairman of the Audit Committee in 2015, Dr. Klaus Sturany, satisfies the statutory requirements concerning the independence and the expertise in the field of accounting or auditing that a member of the Supervisory Board and the Audit Committee is required to possess.


The Audit Committee meets regularly four times a year. Its tasks include oversight of the company’s financial reporting process, the effectiveness and ongoing development of the internal control system, the risk management system, the internal audit system, the compliance system and the audit of the financial statements. It prepares the decisions of the Supervisory Board pertaining to the financial statements of Bayer AG, the consolidated financial statements of the Bayer Group, the combined management report, the proposal for the use of the distributable profit of Bayer AG, and the interim financial statements and management reports of the Bayer Group, all of which are prepared by the Board of Management.


On the basis of the auditor’s report on the audit of the financial statements of Bayer AG, the consolidated financial statements of the Bayer Group and the combined management report, the Audit Committee develops proposals concerning the approval of the statements by the full Supervisory Board. The Audit Committee is also responsible for the company’s relationship with the external auditor.


The Audit Committee submits a proposal to the full Supervisory Board concerning the auditor’s appointment, 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 and three other members. The Human Resources Committee prepares the personnel decisions of the full Supervisory Board, which resolves on appointments or dismissals of members of the Board of Management.


The Human Resources Committee resolves on behalf of the Supervisory Board on the service contracts of the members of the Board of Management. However, it is the task of the full Supervisory Board to resolve on the total compensation of the individual members of the Board of Management and the respective compensation components, as well as to regularly review the compensation system on the basis of recommendations submitted by the Human Resources Committee.


The Human Resources Committee also discusses the long-term succession planning for the Board of Management.

Nominations Committee

This committee carries out preparatory work when an election of stockholder representatives to the Supervisory Board is to be held. It suggests suitable candidates for the Supervisory Board to propose to the Annual Stockholders’ Meeting for election. The Nominations Committee comprises the Chairman of the Supervisory Board and the other stockholder representative on the Presidial Committee.

Innovation Committee

The Innovation Committee was established in September 2015. It is primarily concerned with the innovation strategy and innovation management, the strategy for protection of intellectual property, and major research and development projects. Within its area of responsibility the Committee advises and oversees the management and prepares any Supervisory Board decisions. The Committee comprises the Chairman of the Supervisory Board and five other members of the Supervisory Board, with parity of representation between stockholder and employee representatives. 

Standing Committees of the Supervisory Board of Bayer AG (as at December 18, 2015)

Presidial Committee/
Mediation Committee

Wenning (Chairman), Achleitner, Reinbold-Knape, Zühlke

Audit Committee

Sturany1 (Chairman), Fischer, Hoffmann, Panke, Wenning, Zühlke

Human Resources Committee

Wenning (Chairman), Achleitner, Karaaslan, Kronen

Nominations Committee

Wenning (Chairman), Achleitner

Innovation Committee

Winnacker (Chairman), van Broich, Reinbold-Knape, Wenning, Wiestler, Zühlke

1

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

Last updated: February 10, 2016 Copyright © Bayer AG
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