Report
Expert Corporate Governance Service (ECGS)
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Merck KGaA - AGM 26 April 2019

Item 2: Unlike at German stock corporations, shareholders of a KGaA are legally entitled to vote on the annual accounts.

Item 6: KPMG, Berlin, is proposed as auditor for the current financial year. We have no concerns over the ratio of non-audit/audit fees. However, we note that KPMG has audited the Company since the financial year 1995 which exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of KPMG as auditor.

Items 7a, 7b, 7c and 7f: We recommend to oppose the (re-)election of Dr. Wolfgang Büchele and Michael Kleinemeier to the Supervisory Board due to concerns over aggregate time commitments. Furthermore, we recommend to oppose the election of Renate Koehler and Dr. Daniel Thelen due to our concerns over the insufficient independent representation on the Board.

Underlying
Merck KGaA

Merck is a global science and technology company based in Germany. Co. diversifies its activities into four business divisions: Merck Serono, Consumer Health, Performance Materials and Merck Millipore. The Merck Serono develops, manufactures and markets prescription drugs to treat cancer, multiple sclerosis, infertility, growth disorders, and selected cardiovascular and metabolic diseases. The Consumer Health manufactures and markets over-the-counter drugs addressing health themes such as mobility, women's and children's health, cough and cold. Performance Materials is a specialty chemicals business. The Merck Millipore is the supplier of products and services for the life science industry.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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