Some of the responsibilities that lie with the supervisory board of a German stock corporation are fulfilled at Merck by E. Merck KG. This applies primarily to the Board of Partners of E. Merck KG. Therefore, the Board of Partners and the composition and procedures of its committees are described in the following.
The Board of Partners has nine members: Dr. Frank Stangenberg-Haverkamp (Chairman), Johannes Baillou (Vice Chairman), Jon Baumhauer, Frank Binder, Dr. Wolfgang Büchele, Prof. Dr. Dr. h.c. Rolf Krebs, Dr. Hans-Jürgen Leuchs, Albrecht Merck and Prof. Dr. Theo Siegert.
The Board of Partners supervises the Executive Board in its management of the company. It informs itself about the business matters of Merck KGaA, and may inspect and examine the company’s accounts, other business documents, and assets for this purpose. The Board of Partners convenes as and when necessary, however it meets at least four times a year. The members of the Executive Board of Merck KGaA are invited to all meetings of the Board of Partners, unless the Board of Partners resolves otherwise in individual cases. The members of the Board of Partners may convene a joint meeting with the Supervisory Board of Merck KGaA if so agreed by the chairmen of the two boards.
The Board of Partners may confer the responsibility for individual duties to committees. Currently the Board of Partners has three committees in place: the Personnel Committee, the Finance Committee, and the Research and Development Committee.
Personnel Committee
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The Personnel Committee has four members: |
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Memberships in | ||
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Member |
(a) |
other statutory supervisory boards and | |
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Jon Baumhauer |
no board positions | ||
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Prof. Dr. Dr. h.c. Rolf Krebs |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
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(b) |
– Air Liquide S.A., Paris, France | ||
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Prof. Dr. Theo Siegert |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
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(b) |
– Board of Directors of DKSH Holding Ltd., Zurich, Switzerland | ||
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Dr. Frank Stangenberg-Haverkamp |
(a) |
– Fortas AG, Rösrath | |
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(b) |
– Travel Asset Group Ltd., Feltham, United Kingdom | ||
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The Personnel Committee is convened as and when necessary. Meetings of the Personnel Committee are attended by members of the Executive Board of Merck KGaA upon request of the Committee. They attend only in an advisory capacity.
The Personnel Committee is responsible, among other things, for the following decisions concerning members and former members of the Executive Board: Contents of contracts of employment and of pension contracts, granting of loans and advance payments, approval to take on honorary offices, board positions and other sideline activities, as well as division of responsibilities within the Executive Board of Merck KGaA. The Personnel Committee passes its resolutions by a simple majority – in matters concerning the Chairman of the Executive Board unanimity is required. The Personnel Committee regularly informs the Board of Partners of its activities.
Finance Committee
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The Finance Committee has four members: |
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Memberships in | ||
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Member |
(a) |
other statutory supervisory boards and | |
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Johannes Baillou |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
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Dr. Wolfgang Büchele |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt (as of July 1, 2009) | |
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(b) |
– BorsodChem Zrt., Kazincbarcika, Hungary (Chairman of the Board) | ||
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Prof. Dr. Theo Siegert |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
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(b) |
– Board of Directors of DKSH Holding Ltd., Zurich, Switzerland | ||
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Dr. Frank Stangenberg-Haverkamp |
(a) |
– Fortas AG, Rösrath | |
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(b) |
– Travel Asset Group Ltd., Feltham, United Kingdom | ||
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The Finance Committee holds at least four meetings a year, two of which are joint meetings with the auditor. Further meetings are convened as and when necessary. Meetings of the Finance Committee are attended by members of the Executive Board of Merck KGaA upon request of the Committee. The Chairman of the Executive Board and the Chief Financial Officer regularly attend these meetings. The members of the Executive Board attend only in an advisory capacity. The Finance Committee is responsible, among other things, for analyzing and discussing the annual financial statements and the respective auditor’s report as well as the quarterly and half-year financial reports. In addition, it deals with the financial position, results of operations and liquidity of Merck as well as accounting issues. It examines and gives recommendations on investments requiring the approval of the Board of Partners.
Research and Development Committee
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The Research and Development Committee has three members: |
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Memberships in | ||
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Member |
(a) |
other statutory supervisory boards and | |
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Prof. Dr. Dr. h.c. Rolf Krebs |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
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(b) |
– Air Liquide S.A., Paris, France | ||
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Dr. Hans-Jürgen Leuchs |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt (as of July 1, 2009) | |
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(b) |
– Zeton B.V., Enschede, The Netherlands (as of Oct. 15, 2009) | ||
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Dr. Frank Stangenberg-Haverkamp |
(a) |
– Fortas AG, Rösrath | |
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(b) |
– Travel Asset Group Ltd., Feltham, United Kingdom | ||
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The Research and Development Committee is convened as and when necessary, but holds full-day meetings at least twice a year. Meetings of the Research and Development Committee are attended by members of the Executive Board of Merck KGaA upon request of the Committee. These meetings regularly include the Chairman of the Executive Board for the members of the Executive Board responsible for Pharmaceuticals and Chemicals. The members of the Executive Board attend only in an advisory capacity. The Research and Development Committee is responsible, among other things, for analyzing and discussing the research activities of Pharmaceuticals and Chemicals. The Pharmaceuticals and Chemicals business sectors present the status of their respective research to the Research and Development Committee in special meetings. The Committee deals thoroughly with the pharmaceutical research progress report and with developments of new medicines in Phases II and III of clinical research. The Research and Development Committee reports to the Board of Partners twice a year on the insights gained from the meetings held.
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