Reporting
It is Merck KGaA’s objective to provide the latest information to all shareholders, media, financial analysts and interested members of the public, while creating the greatest possible transparency. For this reason, Merck uses a wide range of communication platforms to engage in a timely dialog with all interested parties about the situation of the company and business changes. Merck’s principles include providing factually correct, comprehensive and fair information.
Information subject to disclosure requirements, as well as information that is not, can be accessed worldwide on the Merck KGaA website (www.merck.de), which is the company’s most important publication platform. Apart from a detailed financial calendar, quarterly and half-year financial reports covering the past six years are available here in German and English. In addition, in line with the legal requirements, ad hoc announcements are published on the website. These contain information on circumstances that could impact the Merck share price.
Regular press conferences, investor meetings on the occasion of investor conferences as well as roadshows offer another platform for dialog. The company presentations prepared for this purpose are also available on the Merck KGaA website. In addition, the Investor Relations team is always available to private and institutional investors who wish to receive further information.
To ensure the greatest possible transparency, all documents concerning the Annual General Meeting are available on the company website. Additionally, some parts of the Annual General Meeting are webcast live on the Internet.
In the coming year, we will continue to attach high importance to fulfilling all the relevant standards as regards reporting to the capital market.
Dealing with insider information
Dealing properly with insider information is very important to us. Our insider committee examines the existence of insider information, ensures compliance with legal obligations, and prepares any necessary measures. The members of the insider committee are appointed by the Executive Board; at least two members work in Corporate Legal & Compliance. The insider committee meets at regular intervals, yet also meets when circumstances require.
In order to ensure a high level of protection of insider information, in 2011 the Executive Board will issue an internal insider guideline applicable throughout the Group worldwide. This guideline will inform employees about their responsibilities under insider trading laws and give clear instructions for compliant behavior. In addition, the function of the insider committee will be described in detail. Moreover, our Code of Conduct, which is binding on all employees, also contains an explicit, detailed reference to the ban on using insider information. Within the scope of obligatory training courses, all employees are instructed on the subject of insider trading.
Accounting and audits of financial statements
Merck KGaA prepares its consolidated financial statements and Group management report in accordance with International Financial Reporting Standards (IFRS), as applicable in the EU, as well as the supplementary rules applicable under section 315a (1) of the German Commercial Code (HGB) and as stipulated by our Articles of Association.
The Group financial statements and the Group management report are prepared by the Executive Board and an auditor, taking into account the generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW).
The Supervisory Board commissioned KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, to audit the Group financial statements and the Group management report for 2010. Neither party identified any conflicts of interest. Moreover, the Supervisory Board agreed with KPMG AG that the auditor shall inform the Supervisory Board without delay of any grounds for bias or disqualification occurring during the audit if these cannot be immediately rectified. Additionally, the auditor shall immediately report to the Supervisory Board any findings and issues which emerge during the audit that have a direct bearing upon the tasks of the Supervisory Board. The auditor shall inform the Supervisory Board or note in the audit report if any circumstances are determined during the audit that would render inaccurate the Statement of Compliance made by the Executive Board and the Supervisory Board. It has also been agreed with the auditor that in order to assess whether the Executive Board has fulfilled its obligations in accordance with section 91 (2) AktG, the audit will also cover the company’s early warning risk identification system. Moreover, the auditor is required to examine and evaluate the accounting-relevant internal control system insofar as this is necessary and appropriate for assessing the accuracy of financial reporting.