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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:
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. In addition, the Supervisory Board may assign specific responsibilities to the Presidial Committee on a case-by-case basis. The Presidial Committee may also make preparations for Supervisory Board meetings.
The Audit Committee comprises three stockholder representatives and three employee representatives. The Chairman of this Committee, Horst Baier, satisfies the statutory requirements concerning expertise in the field of accounting, in particular in the application of accounting principles and internal control and risk management systems. The Supervisory Board Chairman Norbert Winkeljohann, who is also a member of this committee, satisfies the requirements concerning expertise in the field of auditing. The Audit Committee meets regularly four times a year.
Its principal tasks are to oversee the financial reporting process, the sustainability reporting, 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, the management report, the proposal for the use of the distributable profit, the consolidated financial statements, the Group management report and the agreements with the external auditor, including, in particular, the audit contract, the definition of audit priorities and the fee agreement. The Audit Committee discusses with the independent auditor the audit risk assessment, the audit strategy and audit planning, and the audit results; the Chairman of the Audit Committee furthermore regularly discusses the progress of the audit with the independent auditor and reports thereon to the Committee. The Audit Committee shall consult with the independent auditor on a regular basis without the Board of Management.
The Audit Committee submits a proposal to the Supervisory Board concerning the auditor’s appointment and takes appropriate steps to ascertain and oversee the auditor’s independence. In particular, it verifies whether the financial statements were prepared in accordance with the statutory requirements and give a true and fair view of the net assets, financial position and results of operations of the company and the Group.
At each of its meetings, the Audit Committee discusses new developments in the area of compliance where necessary. The Chairman of the Board of Management and the Chief Financial Officer regularly attended the meetings. Representatives of the auditor also attended all of the meetings, reporting in detail on the audit work and the audit reviews of the quarterly financial reports.
Human Resources and Compensation Committee
On this committee, too, there is parity of representation between stockholders and employees. It consists of the Chairman of the Supervisory Board and five other Supervisory Board members. The Human Resources and Compensation Committee monitors the development of Board of Management remuneration on an ongoing basis and prepares the personnel and remuneration decisions to be made by the Supervisory Board, which resolves on appointments or revocations of appointments of members of the Board of Management.
The Human Resources and Compensation 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 and Compensation Committee.
The Human Resources and Compensation Committee regularly provides advice on the long-term succession plan for the Board of Management taking into account the envisaged composition of the Board of Management.
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 considering the criteria set forth as regards the composition of the Supervisory Board. The Nomination Committee shall consist of the Chairman of the Supervisory Board as committee chairman and three further stockholders’ representatives.
The Innovation Committee is primarily concerned with the innovation strategy and innovation management, the strategy for protection of intellectual property, and Bayer’s 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 seven other members, with parity of representation between stockholder and employee representatives. The Chairman of the Board of Management and the member of the Board of Management responsible for innovation regularly attend the meetings of the Innovation Committee.
The ESG Committee comprises the Chairman of the Supervisory Board and seven other Supervisory Board members. It has an equal number of stockholder representatives and employee representatives. The chairman of the committee is elected by the Supervisory Board.
The ESG Committee focuses on corporate social responsibility and the environmental, social and corporate governance (ESG) elements of the Company’s business activities. This includes in particular the way sustainability is integrated into the business strategy, the establishment of sustainability targets, the non-mandatory ESG reporting and, if applicable, the auditing thereof, the opportunities and risks and the organizational structures and processes in ESG areas, provided in each case that these do not fall within the responsibility of the Audit Committee. In its area of responsibility, the committee advises and monitors management and prepares potential Supervisory Board resolutions.
Committees of the Supervisory Board of Bayer AG (as of December 8, 2022)
Winkeljohann* (Chairman), Achleitner, Grioli, Hausfeld
Baier** (Chairman), Gansewendt, Hausfeld, Löllgen, Weisser, Winkeljohann*
Human Resources and Compensation Committee
Winkeljohann* (Chairman), Bagel-Trah, Baier**, Hausfeld, Sacher, van Broich
Winkeljohann* (Chairman), Bagel-Trah, Goggins, Weisser
Wiestler (Chairman), Bischofberger, van Broich, Cousin, Hausfeld, Löllgen, Sacher, Winkeljohann*
Cousin (Chairwoman), Achleitner, Fahimi, Goggins, Hausfeld, van Broich, Webers, Winkeljohann*
* Expert member in the field of auditing pursuant to Section 100, Paragraph 5 of the German Stock Corporation Act (AktG)
** Expert member in the field of accounting pursuant to Section 100, Paragraph 5 of the German Stock Corporation Act (AktG)