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:
|
The Board of Partners |
|||
|
|
|
|
|
|
|
Memberships of | ||
|
Member |
(a) |
other statutory supervisory boards and | |
|
Johannes Baillou |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
|
Jon Baumhauer |
no board positions | ||
|
Frank Binder |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
|
Dr. Wolfgang Büchele |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
|
Prof. Dr. Dr. h. c. Rolf Krebs |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
|
Dr. Hans-Jürgen Leuchs |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
|
Albrecht Merck |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
|
Prof. Dr. Theo Siegert |
(a) |
– Supervisory Board of Merck KGaA, Darmstadt | |
|
Dr. Frank Stangenberg-Haverkamp |
(a) |
– Fortas AG, Rösrath (Chairman) | |
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 and other business documents, and the 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
The Personnel Committee has four members: Jon Baumhauer, Prof. Dr. Dr. h.c. Rolf Krebs, Prof. Dr. Theo Siegert and Dr. Stangenberg-Haverkamp.
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 for, among other things, the following decisions concerning members and former members of the Executive Board: Contents of employment contracts and of pension contracts, granting of loans and advance payments, approval for taking on honorary offices, mandates 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
The Finance Committee has four members: Johannes Baillou, Dr. Wolfgang Büchele, Prof. Dr. Theo Siegert and Dr. Frank Stangenberg-Haverkamp.
The Finance Committee holds at least four meetings a year, at least one of which is a joint meeting 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 for, among other things, 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 is concerned with the financial position, results of operations and liquidity of Merck as well as accounting issues.
Research and Development Committee
The Research and Development Committee has three members: Prof. Dr. Dr. h.c. Rolf Krebs, Dr. Hans-Jürgen Leuchs and Dr. Stangenberg-Haverkamp.
The Research and Development Committee is convened as and when necessary, but holds at least four meetings 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 as well as 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.
back
