Supervisory Board |
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Memberships in |
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Member |
(a) |
other statutory supervisory boards and |
Prof. Dr. Dr. h. c. Rolf Krebs |
(a) |
– Epigenomics AG, Berlin (Chairman) |
(b) |
– Board of Partners E. Merck KG, Darmstadt |
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Prof. Dr. rer. nat. Wilhelm Simson |
(a) |
– E.ON AG, Düsseldorf |
(b) |
– Board of Partners E. Merck KG, Darmstadt (until June 30, 2009) |
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Heiner Wilhelm |
no board positions |
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Crocifissa Attardo |
no board positions |
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Dr. Mechthild Auge |
no board positions |
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Johannes Baillou |
(b) |
– Board of Partners E. Merck KG, Darmstadt |
Frank Binder |
(a) |
– Landbell AG für Rückhol-Systeme, Mainz (Chairman) |
(b) |
– Board of Partners E. Merck KG, Darmstadt (as of June 27, 2009) |
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Dr. Daniele Bruns |
no board positions |
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Dr. Wolfgang Büchele |
(b) |
– Board of Partners E. Merck KG, Darmstadt (as of July 1, 2009) |
Judith Delp |
no board positions |
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Claudia Flauaus |
no board positions |
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Michael Fletterich |
no board positions |
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Edeltraud Glänzer |
(a) |
– Abbott Management GmbH/Abbott Holding GmbH, Ludwigshafen |
Michaela Freifrau von Glenck |
no board positions |
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Frieder Kaufmann |
no board positions |
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Dr. Hans-Jürgen Leuchs |
(a) |
– Zeton B.V., Enschede, The Netherlands (as of Oct. 15, 2009) |
(b) |
– Board of Partners E. Merck KG (as of July 1, 2009) |
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Albrecht Merck |
(b) |
– Board of Partners E. Merck KG, Darmstadt |
Dr. Arend Oetker |
(a) |
– Schwartauer Werke GmbH & Co. KGaA, Bad Schwartau (Chairman) |
(b) |
– Board of Partners E. Merck KG, Darmstadt (until June 30, 2009) |
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Dr. Karl-Heinz Scheider |
no board positions |
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Prof. Dr. Theo Siegert |
(a) |
– Deutsche Bank AG, Frankfurt |
(b) |
– Board of Partners E. Merck KG, Darmstadt |
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Osman Ulusoy |
(a) |
– Evonik Röhm GmbH, Darmstadt (Vice Chairman) |
The Supervisory Board performs a monitoring function. It supervises the management of the company by the Executive Board. In comparison with the supervisory board of a German stock corporation, the role of the supervisory board of a corporation with general partners (KGaA) is limited. This is due to the fact that the members of the Executive Board are personally liable partners and therefore are responsible for the management of the company themselves. In particular, the Supervisory Board is not responsible for appointing and dismissing general partners or for regulating the terms and conditions of their contracts. The authority for this belongs to E. Merck KG.
Nor does the Supervisory Board have the authority to issue rules of procedure for the Executive Board or a catalog of business transactions requiring approval. This authority likewise belongs to E. Merck KG (Art. 13 (3) sentence 1 and (4) sentence 1 of the Articles of Association).
However, the fact that the Supervisory Board has no possibilities to directly influence the Executive Board restricts neither its information rights nor audit duties. The Supervisory Board must oversee the Executive Board in terms of legality, regularity, usefulness and economic efficiency. In particular, the Supervisory Board has the duty to examine the reports provided at least quarterly by the Executive Board about the progress of business – in particular sales and the position of the company. In addition, by means of consultation with the Executive Board, it creates the basis for the Supervisory Board to monitor the management of the company according to section 111 (1) AktG.
The Supervisory Board deals with the quarterly and half-year consolidated financial statements and examines the annual financial statements of the Merck Group as well as of Merck KGaA, taking into account the auditor’s reports. The adoption of the annual financial statements is not the responsibility of the Supervisory Board, but of the Annual General Meeting. The Supervisory Board normally meets four times a year. Further meetings may be convened if demanded by a member of either the Supervisory Board or the Executive Board. As a rule, resolutions of the Supervisory Board are passed at meetings. At the instruction of the chairman, in exceptional cases a resolution may be passed by other means, details of which are given in the rules of procedure.
The members of the Board of Partners of E. Merck KG and of the Supervisory Board may be convened to a joint meeting if so agreed by the chairmen of the two boards.
The rules of procedure prescribe that the Supervisory Board may form committees as and when necessary. The Supervisory Board currently has no committees. Because of the limited authority of the Supervisory Board, it does not appear appropriate to subdivide it further.
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