默克集团Merck Group（MRK）2024年薪酬报告「FWB」（英文版）（31页）.pdf

1、 Corporate Governance _ Compensation Report 303 Merck Annual Report 2024 This Compensation Report describes the structure and application of the compensation system for the Executive Board of Merck KGaA,Darmstadt,Germany,in fiscal 2024.It provides a transparent overview of the relationship between c

2、ompensation and performance,and presents the compensation awarded or due to the members of the Executive Board and the Supervisory Board in fiscal 2024.The Supervisory Board and the Executive Board have jointly prepared the Compensation Report which meets the requirements of section 162 of the Germa

3、n Stock Corporation Act(AktG).It is audited by Deloitte Wirtschaftsprfungsgesellschaft GmbH formally in accordance with section 162(3)AktG formally and materially.Furthermore,we are oriented towards the requirements of the German Corporate Governance Code(DCGK)in the version dated April 28,2022.The

4、Compensation Report and the corresponding audit report can be found on our website.The legislation and regulations relating to the Compensation Report are geared toward the situation at a German stock corporation(“Aktiengesellschaft”or“AG”)and do not take into consideration the special characteristi

5、cs of a corporation with general partners(“Kommanditgesellschaft auf Aktien”or“KGaA”),such as our company.Major differences between the two legal forms exist in terms of liability and management.In the case of an AG,only the AG is liable as a legal entity,whereas the general partners of a KGaA also

6、have unlimited personal liability for the companys obligations(section 278(1)AktG).Unlike the management board members of an AG,the members of the Executive Board of our company are personally liable partners of both Merck KGaA,Darmstadt,Germany,and the general partner E.Merck KG,Darmstadt,Germany,a