Management Report & Annexes | Report on Corporate Governance

18. Corporate Governance Report

This Corporate Governance Report also constitutes the report pursuant to Section 3.10 of the German Corporate Governance Code.

18.1 Declaration Concerning the German Corporate Governance Code*

* not part of the audited management report

Declaration by the Board of Management and Supervisory Board
concerning the German Corporate Governance Code (May 13, 2013 version) pursuant to Section 161 of the German Stock Corporation Act**


Under Section 161 of the German Stock Corporation Act, the Board of Management and the Supervisory Board of Bayer AG are required to issue an annual declaration that the company has been, and is, in ­compliance with the recommendations of the “Government Commission on the German Corporate Governance Code” as published by the Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger), or to advise of any recommendations that have not been, or are not being, applied and the reasons for this. An annual declaration was last issued in December 2012.

With respect to the past, the following declaration refers to the May 15, 2012 version of the Code. With respect to present and future corporate governance practices at Bayer AG, the following declaration refers to the recommendations in the May 13, 2013 version of the Code.

Pursuant to Section 161 of the German Stock Corporation Act, the Board of Management and ­Supervisory Board of Bayer AG hereby declare as follows:

  1. The company has been in compliance with the recommendations of the Code since issuance of the last annual compliance declaration in December 2012.

  2. All the recommendations of the Code are now being complied with in full.

Leverkusen, December 2013


For the Board of Management: For the Supervisory Board:
Dr. Dekkers Baumann Wenning

** This is an English translation of a German document. The German document is the official and controlling version, and this
translation in no event modifies, interprets or limits the official German version.

Last updated: February 28, 2014  Copyright © Bayer AG
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