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Boards & Committees

We combine the dynamism of a global, technology-driven company with the long-term thinking of our founding family. It’s this mix of traditional values and innovation that shapes our strategy and success.


Steering for success

Our company is organized as a Corporation with general partners (Kommanditgesellschaft auf Aktien - KGaA): a hybrid of an Aktiengesellschaft (German stock corporation) and a Kommanditgesellschaft with a focus on German stock corporation law. At least one partner has unlimited liability for the company’s creditors (general partner). Currently all members of the Executive Board of Merck KGaA, Darmstadt, Germany, are general partners with personal liability. The others (shareholders) hold an interest in the share capital without any personal liability for the company’s debts. Shareholders hold around 30% of the total capital of Merck KGaA, Darmstadt, Germany, and the Merck family owns an interest of around 70% via the general partner E. Merck KG, Darmstadt, Germany which is represented by the Board of Partners. This board makes policy decisions for Merck KGaA, Darmstadt, Germany, and shapes our corporate strategy. The Board of Partners supervises the Executive Board in its management of the company.

Our Executive Board and Supervisory Board steer and monitor the realization of our vision together with the Board of Partners. All board members build on years of experience and a wide set of skills to contribute to our success.

So do our Committees: by closely supervising our business activities and acting as competent advisors in the fields of Personnel, Finance and Research and
Development.

Committees

Personnel Committee

Personnel Committee

Members

  • Johannes Baillou (Chairman)
  • Frank Stangenberg-Haverkamp
  • Wolfgang Büchele
  • Theo Siegert

Meetings of the Personnel Committee take place at least twice a year and are attended by the Chairman of the Executive Board of Merck KGaA, Darmstadt, Germany, unless the Committee decides otherwise. Among other things, this Committee is responsible for the following decisions concerning members and former members of the Executive Board: contents of and entry into employment contracts and pension contracts, granting of loans and advance payments, changes to the compensation structure and adaptation of compensation, approval for taking on honorary offices, board positions and other sideline activities, as well as division of responsibilities within the Executive Board of Merck KGaA, Darmstadt, Germany. The Personnel Committee passes its resolutions by a simple majority – in matters concerning the Chairman of the Executive Board unanimity is required. The Chairman of the Committee regularly informs the Board of Partners of its activities.

Finance Committee

Finance Committee

Members

  • Theo Siegert (Chairman)
  • Johannes Baillou
  • Wolfgang Büchele
  • Tobias Thelen 

The Finance Committee holds at least four meetings a year, one of which is a joint meeting with the auditor of Merck KGaA, Darmstadt, Germany. Meetings of the Finance Committee are attended by the Chief Financial Officer. Other members of the Executive Board may attend the meetings upon request by the Committee. The meetings regularly include the Chairman of the Executive Board. The Finance Committee is responsible for analyzing and discussing the annual financial statements, the consolidated financial statements and the reports of the auditor, as well as the half-year financial report (incl. the report of the auditors for the audit review of the abridged financial statements and interim management report contained in the half-year report) and the quarterly reports. The Finance Committee recommends to the Supervisory Board Chairman focusing the audits of the annual financial statements. It also recommends an auditor for the annual financial statements, as well as auditors for the review of the abridged financial statements and interim management report contained in the half-year financial report for the Supervisory Board’s suggestion to the General Meeting. The Finance Committee is also concerned with the net assets, financial position, results of our operations and liquidity, as well as accounting, internal auditing, risk management and compliance issues. Upon request of the Board of Partners, the Finance Committee examines investment projects that must be approved by the Board of Partners and provides recommendations pertaining thereto.

Research and Development Committee

Research and Development Committee

Members

  • Helga Rübsamen-Schaeff (Chairperson)
  • Johannes Baillou
  • Siegfried Karjetta
  • Gregor Schulz

The Research and Development Committee is convened as and when necessary, but holds at least two meetings a year. Meetings of the Research and Development Committee are attended by members of the Executive Board of Merck KGaA, Darmstadt, Germany, upon request of the Committee. These meetings regularly include the Chairman of the Executive Board as well as the CEO Healthcare and the CEO Life Science / Performance Materials. The Research and Development Committee is responsible, among other things, for reviewing and discussing the research activities of Healthcare and/or Life Science / Performance Materials business sectors. The Chairperson of the Committee reports to the Board of Partners on the insights gained from the meetings held. Find out more about our approach to Research and Development here.

Shareholders
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Shareholders

Our investor base is as diverse and international as our company itself. Since our share is a bearer share only, NASDAQ provides an analysis of our top investors as well as our shareholder structure by type and region.

Annual General Meeting
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Annual General Meeting

Every year, our shareholders come together to make important decisions on our company’s business. We provide comprehensive material to help them make well-informed voting decisions.

Directors Dealings
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Directors Dealings

As required by German law, we are transparent about any transactions, above a certain threshold, made by persons discharging managerial responsibilities at Merck KGaA, Darmstadt, Germany.

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