Corporate Governance

Bayer Complies with the German
Corporate Governance Code

The German Corporate Governance Code is intended to boost the confidence of investors, customers, employees and the general public in the management and oversight of listed companies. It first came into force in 2002.

The Code comprises national regulations, along with nationally and internationally accepted standards, for the governance of companies listed on the stock market. It provides clear, balanced guidelines for cooperation and interaction between the management board, the supervisory board and the annual stockholders’ meeting, and also contains rules on transparency, financial reporting and the auditing of financial statements.

Bayer AG has always subscribed to the principles set out in the German Corporate Governance Code in the interests of long-term value creation, and is in full compliance with its recommendations.

Supervisory Board: Oversight and control functions

The role of the 20-member Supervisory Board is to oversee and advise the Board of Management. Under the German Codetermination Act, half the members of the Supervisory Board are elected by the stockholders, and half by the employees. » more

D&O Insurance

With regard to the recommendation in the German Corporate Governance Code that a deductible be agreed for any D&O (directors’ and officers’ liability) insurance, the company’s D&O insurance does not cover intentional breach of duty and thus there is no deductible. » more

Disclosure of securities transactions

To comply with Section 15 a of the German Securities Trading Act, members of the Board of Management and Supervisory Board and their close relatives are required to disclose all transactions involving the purchase or sale of Bayer stock where such transactions total EUR 5,000 or more in a calendar year.
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Control

Bayer has an internal control system in place to ensure early identification of any business or financial risks and enable it to manage such risks so as to minimize any impact on the achievement of its commercial objectives. » more

Corporate Compliance Program

Our corporate activity is governed by national and local laws and statutes that place a range of obligations on the Bayer Group and its employees throughout the world. Bayer manages its business responsibly in compliance with the statutory and regulatory requirements of the countries in which it operates. » more

Common values and leadership principles

The mission statement published in 2004 supplements the Corporate Compliance Program and sets out the principles underlying Bayer’s corporate strategy. It outlines the foundation of our corporate philosophy and activity to stockholders, customers, employees and the general public. » more

Detailed reporting

To maximize transparency, we provide regular and timely information on the company’s position and significant changes in business activities for stockholders, financial analysts, stockholders’ associations, the media and the general public. » more

U.S. Requirements

As an international company with subsidiaries in many countries, Bayer AG is listed on a number of stock exchanges around the world, including the New York Stock Exchange (NYSE). It therefore has to comply not only with the rules of the U.S. stock exchange regulator, the Securities and Exchange Commission (SEC), but also with U.S. laws such as the Sarbanes-Oxley Act adopted by the U.S. Congress in July 2002. » more