Annual Stockholders’ Meeting 2017

Item 4

Supervisory Board elections

The terms of office of the stockholders’ representatives Werner Wenning, Dr. Paul Achleitner, Dr. Clemens Börsig, Thomas Ebeling, Sue H. Rataj and Dr. Klaus Sturany end on conclusion of the Annual Stockholders’ Meeting 2017. New elections are therefore necessary.

In accordance with Section 96, Paragraphs 1 and 2 and Section 101, Paragraph 1 of the AktG and Section 7, Paragraph 1, Sentence 1, No. 3 of the German Codetermination Act (MitbestG) of 1976, the Company’s Supervisory Board is composed of twenty members, ten of whom are elected by the stockholders and ten by the employees. At least 30 percent of the members of the Supervisory Board must be women and at least 30 percent of the members of the Supervisory Board must be men. In principle, this minimum quota must be fulfilled by the Supervisory Board as a whole. However, the stockholder representatives have rejected overall fulfillment of this quota on the basis of a majority resolution presented to the Chairman of the Supervisory Board. The minimum quota for this election therefore has to be fulfilled separately by the stockholders’ and employees’ representatives and comprises three women and three men for each group of representatives. The stockholders’ representatives on the Supervisory Board currently comprise three women and seven men. Therefore, the minimum quota is currently fulfilled by the stockholders’ representatives. To maintain the minimum quota of three women, at the end of the term of office of Sue H. Rataj, one woman must be elected as a stockholders’ representative on the Supervisory Board.

Based on the recommendations of the Nominations Committee, the Supervisory Board nominates the following candidates for election to the Supervisory Board; their terms of office will commence on conclusion of the Annual Stockholders’ Meeting 2017:

  1. Werner Wenning, Leverkusen, Germany
    Chairman of the Supervisory Board of Bayer Aktiengesellschaft
  2. Dr. Paul Achleitner, Munich, Germany
    Chairman of the Supervisory Board of Deutsche Bank Aktiengesellschaft
  3. Dr. Norbert W. Bischofberger, Hillsborough, California, USA
    Executive Vice President Research & Development and Chief Scientific Officer of Gilead Sciences Inc.
  4. Thomas Ebeling, Muri bei Bern, Switzerland
    Chief Executive Officer of ProSiebenSat.1 Media SE
  5. Colleen A. Goggins, Princeton, New Jersey, USA
    Independent Advisor

each for the period up to the end of the Annual Stockholders’ Meeting that resolves to ratify their actions for the fiscal year 2021, and

  1. Dr. Klaus Sturany, Ascona, Switzerland
    Member of various supervisory boards

for the period up to the end of the Annual Stockholders’ Meeting that resolves to ratify his actions for the fiscal year 2017.

For personal reasons, Dr. Klaus Sturany wishes to end his service on the Company’s Supervisory Board in 2018. Dr. Sturany meets the requirement of Section 100, Paragraph 5, 1st half-sentence of the AktG that at least one member of the Supervisory Board should have specialist knowledge of accounting or auditing. The current plan is to propose Prof. Dr. Norbert Winkeljohann for election to the Supervisory Board as successor to Dr. Sturany at the Annual Stockholders’ Meeting in 2018. Prof. Dr. Winkeljohann, who will hold office as Chairman of the Executive Board of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft until June 30, 2018, meets the requirements of Section 100, Paragraph 5, 1st half-sentence of the AktG.

Each candidate will be elected individually.

Attention is drawn to the following in accordance with Section 5.4.1, Paragraphs 4 to 7 of the German Corporate Governance Code:


The Supervisory Board has satisfied itself that the candidates nominated for election to the Supervisory Board are able to meet the expected time commitment. Apart from the fact that Mr. Wenning, Dr. Achleitner, Mr. Ebeling and Dr. Sturany are already members of the Company’s Supervisory Board, the Supervisory Board does not consider there to be any personal or business relationships between the candidates nominated for election to the Supervisory Board on the one hand and the companies of the Bayer Group, the governing bodies of Bayer Aktiengesellschaft, or any stockholder that directly or indirectly holds more than 10 percent of the voting shares of Bayer Aktiengesellschaft on the other that are of material significance to the decision of the Stockholders’ Meeting regarding their election.

When defining the targets for its composition, the Supervisory Board set a standard maximum for membership of the Supervisory Board of no more than three full terms of office, except in special circumstances. On conclusion of the Annual Stockholders’ Meeting 2017, Dr. Achleitner will have been a member of the Supervisory Board for three full terms of office. In view of his special competence and to ensure adequate continuity on the Supervisory Board in light of the fact that various members were elected to the Supervisory Board for the first time in recent years, Dr. Achleitner is again being nominated for reelection.

In accordance with Section 5.4.3, Sentence 3 of the German Corporate Governance Code, notice is hereby given that it is proposed that Mr. Wenning be elected Chairman of the Supervisory Board.

The candidates nominated for election to the Supervisory Board are members of the following statutory supervisory boards or of comparable control bodies of corporations in Germany or abroad:

Werner Wenning

Membership of statutory supervisory boards:

  • Bayer Aktiengesellschaft (Chairman)
  • Henkel Management AG
  • Siemens Aktiengesellschaft (Vice Chairman)


Membership of comparable control bodies of corporations in Germany or abroad:

  • Henkel AG & Co. KGaA (Member of the Shareholders’ Committee)

Dr. Paul Achleitner

Membership of statutory supervisory boards:

  • Bayer Aktiengesellschaft
  • Daimler AG
  • Deutsche Bank Aktiengesellschaft (Chairman)


Membership of comparable control bodies of corporations in Germany or abroad:

  • Henkel AG & Co. KGaA (Member of the Shareholders’ Committee)

Dr. Norbert W. Bischofberger

Membership of statutory supervisory boards:

  • None 


Membership of comparable control bodies of corporations in Germany or abroad:

  • InCarda Therapeutics Inc., Brisbane, California, USA (Member of the Board of Directors)

Thomas Ebeling

Membership of statutory supervisory boards:

  • Bayer Aktiengesellschaft


Membership of comparable control bodies of corporations in Germany or abroad:

  • Lonza Group AG, Basel, Switzerland (Member of the Board of Directors)

Colleen A. Goggins

Membership of statutory supervisory boards:

  • None


Membership of comparable control bodies of corporations in Germany or abroad:

  • SIG Combibloc Group AG, Neuhausen am Rheinfall, Switzerland (Member of the Board of Directors)
  • The Toronto-Dominion Bank, Toronto, Canada (Member of the Board of Directors)

Dr. Klaus Sturany

Membership of statutory supervisory boards:

  • Bayer Aktiengesellschaft
  • Hannover Rück SE (Vice Chairman)


Membership of comparable control bodies of corporations in Germany or abroad:

  • None