Corporate Governance

Duties and Activities of the Board of Management

The  Board of Management runs the Company on its own responsibility with the goal of sustainably increasing the Company’s enterprise value and achieving defined corporate objectives. The Board of Management performs its tasks according to the law, the Articles of Incorporation and the Board’s rules of procedure, and works with the company’s other governance bodies in a spirit of trust.

The Board of Management of Bayer AG defines the long-term goals and the strategies for the company and the Group and sets forth the principles and directives for the resulting corporate policies. It coordinates and monitors the most important activities, defines the portfolio, develops and deploys managerial staff, allocates resources and decides on the Group’s financial steering and reporting.

The members of the Board of Management bear joint responsibility for running the business as a whole. However, the individual members manage the areas assigned to them on their own responsibility within the framework of the decisions made by the entire Board. The allocation of functions among the members of the Board of Management is defined in a written schedule.

The entire Board of Management makes decisions on all matters of fundamental importance and in cases where a decision of the entire Board is prescribed by law or otherwise mandatory. The rules of procedure of the Board of Management contain a list of topics that must be dealt with and resolved by the full Board.

Meetings of the Board of Management are held regularly. They are convened by the Chairman of the Board of Management. Any member of the Board of Management may also demand that a meeting be convened. The Board of Management makes decisions by a simple majority of the votes cast, except where unanimity is required by law. In the event of a tie, the Chairman has the casting vote.

According to the Board of Management’s rules of procedure and the functional responsibilities assigned to its members, the Chairman bears particular responsibility for leading and coordinating the Board’s work. He represents the company and the Group in dealings with third parties and the workforce on matters relating to more than one part of the company or the Group. He also bears special responsibility for certain corporate functions.

In 2015, special responsibility was assigned to different members of the Board of Management for each of the following functions:

  • Strategy and Portfolio Management,
  • Finance,
  • Human Resources (this member also serving as Labor Director), Technology & Sustainability, and
  • Innovation

In addition, three of the members of the Board of Management were each responsible for a geographical region.

Effective January 1, 2016, functional responsibilities were reallocated in light of the Bayer Group’s sole focus on the Life Science business and the enlargement of the Board of Management by three members. In addition to the function of Board Chairman and the four other existing functions, three functions were created that each have special responsibility for one of the operational divisions. Responsibilities for the geographical regions were redistributed among four members.

A Deal Committee was established within the Board of Management to make the final decisions on corporate acquisitions, divestments or licensing transactions above a defined medium size. The membership of this committee varies from case to case. The members responsible for Strategy and Portfolio Management and for Finance always participate in its decision-making. The third member of the Board of Management involved in the decisions of the Deal Committee is either the member responsible for the division to which the transaction relates or – in the case of a transaction of the Bayer LifeScience Center – the member responsible for Innovation. There are no other committees within the Board of Management.

Last updated: February 25, 2016 Copyright © Bayer AG