Corporate Governance

Bayer in compliance with recommendations of the Corporate Governance Code

Bayer has always placed great importance on responsible corporate governance and will continue to do so. In 2009 the company was again able to renew its declaration that it has been fully compliant with the recommendations of the German Corporate Governance Code in the past and intends to be fully compliant again in the future with one temporary exception.

The Board of Management and Supervisory Board last year again addressed the question of compliance with the Corporate Governance Code, particularly in light of the new recommendations included in the amended version of the Code published on June 18, 2009. The resulting declaration of compliance, reproduced above, was issued in December 2009 and posted on Bayer’s website along with previous declarations.

Duties and activities of the Board of Management

Bayer AG is a strategic management holding company, run by its Board of Management on the Board’s own responsibility with the goal of sustainably increasing the company’s enterprise value and achieving defined corporate objectives. » more

Supervisory Board: oversight and control functions

The role of the 20-member Supervisory Board is to oversee and advise the Board of Management. Under the German Codetermination Act, half the members of the Supervisory Board are elected by the stockholders, and half by the company’s employees. » more

Personal liability in place of a deductible

The company meets the recommendation in the German Corporate Governance Code regarding deductibles for any Directors’ & Officers’ (D&O) liability insurance by obtaining personal declarations from each member of the Board of Management and Supervisory Board. » more

Disclosure of securities transactions

To comply with Section 15 a of the German Securities Trading Act, members of the Board of Management and Supervisory Board and their close relatives are required to disclose all transactions involving the purchase or sale of Bayer stock where such transactions total EUR 5,000 or more in a calendar year.
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Systematic monitoring of all business activities

Bayer has a control system in place enabling it to identify any business or financial risks at an early stage and take appropriate action to manage them. This control system is designed to ensure timely and accurate accounting for all business processes and the constant availability of reliable data on the company’s financial position. » more

Corporate Compliance Program

Our corporate activity is governed by national and local laws and statutes that place a range of obligations on the Bayer Group and its employees throughout the world. Bayer manages its business responsibly in compliance with the statutory and regulatory requirements of the countries in which it operates. » more

Common values and leadership principles

To supplement the Corporate Compliance Policy, Bayer has drawn up a Group mission statement setting out the principles underlying Bayer’s corporate strategy. It outlines our corporate philosophy and the framework for our business activity to stockholders, customers, employees and the general public. » more

Detailed reporting

To maximize transparency, we provide regular and timely information on the company’s position and significant changes in business activities for stockholders, financial analysts, stockholders’ associations, the media and the general public. » more

Links & downloads

For other links on the subject of corporate governance and a list of downloads, click here.