Foreword
Corporate Covernance
Corporate Governance:
In line with all recommendations
In line with all recommendations
As clear and transparent decision-making structures are a key requirement for responsible corporate management, Bayer fully complies with all recommendations of the German Corporate Governance Code, including those in the expanded version of the code dated June 2005. We publish a statement of compliance in our Annual Report and on our website.
Bayer AG is headquartered in Germany and is thus subject to the regulations of German corporate law, despite also being listed on the New York Stock Exchange (NYSE). A basic principle of German corporate law is the two-tier governance system, comprising a Board of Management that serves as a leadership body and a Supervisory Board that oversees the activities of the Board of Management.
Bayer AG is headquartered in Germany and is thus subject to the regulations of German corporate law, despite also being listed on the New York Stock Exchange (NYSE). A basic principle of German corporate law is the two-tier governance system, comprising a Board of Management that serves as a leadership body and a Supervisory Board that oversees the activities of the Board of Management.
Corporate committees: Anchoring transparency and codetermination
Strategic management and business operations are kept separate in the Bayer Group. Bayer AG defines the common values, objectives and strategies of the company as a whole. The subgroups and service companies operate independently under the leadership of the management holding company, which is headed up by four Management Board members charged with the strategic management of the entire Group. The Corporate Center supports the activities of the Group Management Board and also performs cross-subgroup functions.
The Supervisory Board is comprised of 20 members. Under the German Codetermination Act, half the members of the Supervisory Board are elected by the stockholders, and half by the employees. The committees set up by the Supervisory Board – the Presidial Committee, the Audit Committee and the Human Resources Committee – operate in compliance with the German Stock Corporation Act and the German Corporate Governance Code, and the Audit Committee aligns itself additionally to the U.S. Sarbanes-Oxley Act (SOA) and the rules of the New York Stock Exchange (NYSE).
The Supervisory Board is comprised of 20 members. Under the German Codetermination Act, half the members of the Supervisory Board are elected by the stockholders, and half by the employees. The committees set up by the Supervisory Board – the Presidial Committee, the Audit Committee and the Human Resources Committee – operate in compliance with the German Stock Corporation Act and the German Corporate Governance Code, and the Audit Committee aligns itself additionally to the U.S. Sarbanes-Oxley Act (SOA) and the rules of the New York Stock Exchange (NYSE).
Sarbanes-Oxley Act: Requirements of the U.S. financial market satisfied
As Bayer is also listed on the New York Stock Exchange, we have brought our corporate governance into line with relevant U.S. regulations. Bayer AG has thus set up a Disclosure Committee that examines and approves the publication of financial information. We have also adjusted the tasks of the Audit Committee of the Supervisory Board to the specifications of the soa and revised the rules governing relations between the company and the auditor of our financial statements. In some cases, however, further adjustments are necessary: For example, Bayer is currently expanding its internal control system for financial reporting according to the recommendations of the U.S. Securities and Exchange Commission.
Since 2002 we have individually published on our website the remuneration of the members of the Board of Management and the Supervisory Board, as well as their stock transactions requiring disclosure. In line with the principle of fair disclosure, we report significant changes on the Internet without delay and make such information available to all our stockholders and all other target groups. We also publish on the Internet countermotions filed at the Annual Stockholders’ Meeting.
In accordance with the German Control and Transparency in Business Act (KonTraG) of 1998, Bayer maintains an effective system to ensure early identification and communication of potential risks and rapid response to them. The basic principles of this system are established in the Group-wide Risk Management Policy.
Since 2002 we have individually published on our website the remuneration of the members of the Board of Management and the Supervisory Board, as well as their stock transactions requiring disclosure. In line with the principle of fair disclosure, we report significant changes on the Internet without delay and make such information available to all our stockholders and all other target groups. We also publish on the Internet countermotions filed at the Annual Stockholders’ Meeting.
In accordance with the German Control and Transparency in Business Act (KonTraG) of 1998, Bayer maintains an effective system to ensure early identification and communication of potential risks and rapid response to them. The basic principles of this system are established in the Group-wide Risk Management Policy.
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