Corporate Governance

Bayer in Compliance with Recommendations of the Corporate Governance Code

Corporate governance comprises the entire system of managing and supervising an enterprise. The Board of Management and the Supervisory Board of Bayer AG are committed to a responsible and transparent style of management and supervision aimed at increasing the company’s value over the long term.

Bayer has always placed great importance on responsible corporate governance. The company was able to issue a declaration that it had complied with the recommendations of the German Corporate Governance Code in the past and will comply in the future.

Declaration of Conformity 2023

Bayer AG – headquartered in Leverkusen, Germany – is subject to the German legislation on which the Corporate Governance Code is based. That includes the two-tier governance system, under which the Board of Management and Supervisory Board each have their own fields of responsibility. This contrasts with the Anglo-American system, where corporate management and oversight are the tasks of a single executive body, the board of directors.

The Supervisory Board has set up six committees – a Presidial Committee, a Human Resources and Compensation Committee, an Audit Committee, a Nomination Committee, an Innovation Committee, and an ESG-Committee – and entrusted them with certain tasks in accordance with the German Stock Corporation Act and the German Corporate Governance Code.

Duties and Activities of the Board of Management

The Board of Management runs the Company on its own responsibility with the goal of sustainably increasing the company’s enterprise value and achieving defined corporate objectives. The Board of Management performs its tasks according to the law, the Articles of Incorporation and the Board’s rules of procedure, and works with the company’s other governance bodies in a spirit of trust. MORE

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 Supervisory Board’s members are elected by the stockholders, and half by the company’s employees. MORE

Disclosure of Securities Transactions

Members of the Board of Management and Supervisory Board and their close relatives are legally required to disclose all transactions involving the purchase or sale of Bayer stock where such transactions total €20,000 or more in a calendar year. MORE

Statutory Target Numbers for the Proportion of Women in Senior Management Positions

Bayer is striving to improve the gender balance in management positions. The company has therefore set itself voluntary as well as statutory targets and pursues them consistently. MORE

Systematic Risk Management

The established control system enables the company to identify any business or financial risks at an early stage and take appropriate action to manage them. This control system is designed to ensure that risks are monitored in a timely manner, all business transactions are properly accounted for, and reliable data on the company’s financial position is always available. 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 and in compliance with the statutory and regulatory requirements of the countries in which it operates. MORE

Detailed Reporting

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