During fiscal 2009, the Executive Board provided the Supervisory Board with regular written and verbal reports on the business development of Merck KGaA and the Merck Group. In particular, the Supervisory Board was informed about the market and sales situation of the company against the background of macroeconomic developments, the financial position of the company and its subsidiaries, as well as their earnings development and corporate planning. The major business policy transactions were also discussed in four joint meetings with the Executive Board, specifically the company’s reaction to the economic crisis. Permanent Supervisory Board committees do not exist.
The annual financial statements of Merck KGaA, the consolidated financial statements of the Merck Group, and the management reports for Merck KGaA and the Merck Group, including the accounts, were audited by KPMG AG Wirtschaftsprüfungsgesellschaft. The auditors issued an unqualified audit opinion on the annual financial statements and management report for Merck KGaA in accordance with German Auditing Standards. For the consolidated financial statements prepared in accordance with International Financial Reporting Standards, the auditors issued the auditor’s report, reproduced in the Annual Report of the Merck Group. In addition, the auditors audited the calculation of Merck KGaA’s participation in the profits of E. Merck KG in accordance with Art. 27 (2) of the Articles of Association. The annual financial statements of Merck KGaA, the consolidated financial statements of the Merck Group, the management reports for Merck KGaA and the Merck Group, and the proposal by the Executive Board for the appropriation of the net retained profit were presented and distributed to the Supervisory Board, together with the auditor’s reports.
In accordance with Art. 14 (2) of the Articles of Association, the Supervisory Board also examined the annual financial statements of Merck KGaA and the management report for Merck KGaA, the proposal for the appropriation of the net retained profit and the auditor’s report presented in accordance with Art. 27 (2) of the Articles of Association. It also examined the consolidated financial statements of the Merck Group, the management report for the Merck Group, and took note of the auditor’s report by KPMG AG Wirtschaftsprüfungsgesellschaft.
The discussion of the relevant agenda item at the Supervisory Board’s meeting on February 18, 2010 to approve the financial statements was also attended by the auditors who sign the audit opinion on the annual financial statements of Merck KGaA and the consolidated financial statements of the Merck Group, who reported on their audit. The Supervisory Board took note of and approved the results of the audit. On completion of its examination, the Supervisory Board raised no objections and thus approved the annual financial statements and management report for Merck KGaA, the consolidated financial statements of the Merck Group and the management report for the Merck Group prepared by the Executive Board, as well as the report presented by the auditors in accordance with Art. 27 (2) of the Articles of Association. The Supervisory Board gives its consent to the proposal for the appropriation of net retained profit.
In 2009, the following changes were made to the Supervisory Board. New elections of employee representatives to the Supervisory Board took place. On March 25, 2009, Mr. Heiner Wilhelm, Dr. Mechthild Auge, Ms. Claudia Flauaus, Mr. Michael Fletterich and Mr. Frieder Kaufmann as employee representatives, Dr. Karl-Heinz Scheider as senior executive representative, and Ms. Edeltraud Glänzer and Mr. Osman Ulusoy as union representatives were elected to the Supervisory Board. At the Supervisory Board’s meeting on April 27, 2009, Mr. Heiner Wilhelm was elected Vice Chairman of the Supervisory Board. In a letter dated December 9, 2008, Professor Dr. Wilhelm Simson and Dr. Arend Oetker resigned from their positions as Members of the Supervisory Board effective June 30, 2009. At the Annual General Meeting of Merck KGaA on April 3, 2009, Dr. Wolfgang Büchele and Dr. Hans-Jürgen Leuchs were elected as successors to Professor Simson and Dr. Oetker. Professor Simson was Chairman of the Supervisory Board. In the meeting on July 23, 2009, Professor Dr. Rolf Krebs was elected to become the new Chairman of the Supervisory Board. Ms. Flauaus resigned from her position as Member of the Supervisory Board effective September 30, 2009. She was succeeded as an employee representative by Ms. Crocifissa Attardo.
The General Partner E. Merck KG, the Supervisory Board and the Executive Board thanked Professor Simson, Dr. Oetker and Ms. Flauaus, who each served as Members of the Supervisory Board for many years, for their critical and constructive as well as objective work in advising and supervising the Executive Board of Merck KGaA.
Darmstadt, February 18, 2010
The Supervisory Board of Merck KGaA
Professor Dr. Dr. h.c. Rolf Krebs
Chairman
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