"Bayer 2021年报：财务数据一览及未来展望"

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2021年，拜耳集团在一系列挑战和不确定性中取得了稳定的业绩表现。销售额达到44081亿欧元，较2017年的35015亿欧元增长了25％。尽管在2020年遭遇了重大负面影响，EBITDA在2021年重新回升至11179亿欧元，EBITDA利润率在特殊项目前为25.4％，比2017年的26.5％稍有下降。尽管财务状况受到特殊项目的影响，EBIT为3353亿欧元，与2017年的5903亿欧元相比有所下降，但仍取得了显著的增长。拜耳集团在医药保健、农业科技和材料科学领域取得了长足的进展。在医药保健领域，公司不断创新，加强研发力量，不断推出高质量、高效益的医药产品，致力于为全球患者提供更好的医疗解决方案。在农业科技领域，公司致力于提高农业生产效率，保护农作物免受病虫害侵害，推动农业可持续发展。在材料科学领域，公司通过研发创新，不断改进产品性能，满足客户对高质量产品的需求，为汽车、电子、建筑和消费品等行业提供可持续的解决方案。在2021年，集团在生命科学、农业科技和材料科学领域的业务表现均实现了可喜的增长。生命科学业务销售额增长了17％，农业科技业务销售额增长了12％，材料科学业务销售额增长了9％。这些增长得益于公司持续扩大的创新产品组合，以及不断优化的营销和渠道战略。拜耳集团在全球范围内的业务发展也取得了长足进展。公司在亚太、拉丁美洲和非洲等新兴市场实现了显著增长，为集团业务的全球化注入了新的活力。同时，公司在传统市场表现稳健，保持了强大的市场地位和品牌影响力。在全球化进程中，拜耳集团不断优化战略布局，提高资源配置效率，加强全球协作，不断提升在全球市场中的竞争力。除了在商业领域取得显著成绩外，拜耳集团还积极履行社会责任，为可持续发展做出了重要贡献。公司积极推动环保和社会责任项目，不断优化企业治理结构，加强对员工和合作伙伴的关怀，促进社会公平和和谐发展。此外，公司还注重在科学研究、教育培训和公益事业领域积极行动，为社会发展注入了更多的正能量。展望未来，拜耳集团将继续致力于创新和可持续发展。公司将加大研发投入，加强技术创新，不断推出符合市场需求的高质量产品，为全球客户和消费者提供更好的解决方案。同时，公司将加强全球业务整合，优化资源配置，提高市场竞争力，实现更加稳健和可持续的发展。综上所述，拜耳集团2021年取得了稳健的业绩表现和业务发展成就。公司在医药保健、农业科技和材料科学领域取得了显著进展，全球业务发展呈现出强劲的态势。公司在商业运营和社会责任履行方面均取得了较好的成绩，为未来发展做好了充分的准备。在未来，公司将继续致力于创新和可持续发展，在全球市场中保持领先地位，为股东、客户、员工和社会创造更大的价值。



To our Stockholders

Report of the Supervisory Board

Bayer Annual Report 2021



10. At an extraordinary meeting in October, the Supervisory Board approved the early termination

of Liam Condon’s term of service as a member of the Board of Management with effect from

the end of 2021, and appointed Rodrigo Santos, who previously served as Chief Operating

Officer of the Crop Science Division, as his successor on the Board of Management with

effect from January 1, 2022. The Supervisory Board subsequently reviewed the findings of the

Supervisory Board efficiency audit, which had yielded very good results on the whole, and

explored the conclusions to be drawn from it. The efficiency audit had been conducted with

the support of an external board consultant.

11. The ordinary Supervisory Board meeting in December began with an executive session, which

involved a report by the Supervisory Board Chairman followed by a discussion on the results of

the conversations with investors that he had engaged in during the Corporate Governance

Roadshow. The Supervisory Board then conducted the regular review of the pensions of the

former members of the Board of Management and dealt with the vertical appropriateness of the

compensation of the Board of Management. Other agenda items pertained to the operational

planning for the period 2022 through 2024 and matters related to the rating and financing. The

Supervisory Board approved the divestment of the interest in Century Therapeutics and agreed

on the conclusions to be drawn from the efficiency audit, based on corresponding proposals

prepared by the Presidial Committee. Finally, the Supervisory Board adopted a resolution

pertaining to the amendment of the Supervisory Board's rules of procedure, through which, for

example, an ESG Committee of the Supervisory Board was formed with effect from January 1,

2022, as well as a resolution on the dissolution of the special committee for dealing with the

glyphosate litigations. The Supervisory Board elected the members of the ESG Committee and

resolved to issue an unqualified declaration of compliance with the German Corporate

Governance Code.

Committees of the Supervisory Board

In 2021, the Supervisory Board had a Presidial Committee, an Audit Committee, a Human

Resources Committee, a Nominations Committee, an Innovation Committee and the special com-

mittee established in 2020 for dealing with the glyphosate litigations. The latter special committee

was dissolved with effect from the end of 2021 in view of the status of proceedings reached in

the glyphosate litigations. The full Supervisory Board will address any further material develop-

ments in these litigations with the continued support of U.S. attorney John H. Beisner as an inde-

pendent legal advisor. The Supervisory Board established an ESG Committee with effect from the

beginning of 2022.

The current membership of the committees is shown in the “Further Information” section under

“Governance Bodies.”

The meetings and decisions of the committees, and especially the meetings of the Audit

Committee, were prepared on the basis of reports and other information provided by the Board

of Management. Reports on the committee meetings were presented at the meetings of the

full Supervisory Board.

Presidial Committee: This comprises the Chairman and Vice Chairman of the Supervisory Board

along with a further stockholder representative and a further employee representative. The Presidial

Committee serves primarily as the mediation committee pursuant to the German Codetermination

Act. It has the task of submitting proposals to the Supervisory Board on the appointment of mem-

bers of the Board of Management if the necessary two-thirds majority is not achieved in the first

vote at a full Supervisory Board meeting. In addition, certain decision-making powers in connection

with capital measures, including the power to amend the Articles of Incorporation accordingly, have

been delegated to this committee. The Supervisory Board can also delegate certain responsibilities

to the Presidial Committee on a case-by-case basis. Furthermore, the Presidial Committee may

undertake preparatory work for meetings of the full Supervisory Board.



To our Stockholders

Report of the Supervisory Board

Bayer Annual Report 2021



The Presidial Committee convened twice in 2021. At a meeting in February, the Presidial Committee

held a preparatory discussion on adjusting Supervisory Board compensation. The Supervisory Board

and Board of Management later proposed this adjustment to the Annual Stockholders’ Meeting,

which then adopted it. At another meeting in November, the Presidial Committee dealt with

the results of the efficiency audit, which had been conducted with external support, and submitted

proposals to the full Supervisory Board regarding the conclusions of this audit.

Audit Committee: The Audit Committee comprises three stockholder representatives and three

employee representatives. The Chairman of this Committee, Horst Baier, satisfies the statutory

requirements concerning expertise in the field of accounting, and Supervisory Board Chairman

Norbert Winkeljohann, who is also a member of this committee, satisfies the requirements con-

cerning expertise in the field of auditing. The Audit Committee meets regularly four times a year.

Its tasks include, in particular, examining the financial reporting and monitoring the financial

reporting process, the effectiveness and appropriateness of the internal control system and the

risk management system, the effectiveness of the internal audit system, the compliance system

and the audit of the financial statements. It also addresses relevant topics in the tax, finance and

treasury areas. The Audit Committee prepares the resolutions of the Supervisory Board concern-

ing the financial statements and management report of Bayer AG, the proposal for the use of the

distributable profit, the consolidated financial statements and the management report of the Bayer

Group (including the mandatory CSR reporting). Further tasks include holding discussions with the

Board of Management on the half-year financial reports and any quarterly reports or quarterly

statements to be issued prior to their publication. This committee prepares the auditor selection

process and submits a reasoned proposal to the Supervisory Board regarding the appointment of

the auditor. It also prepares the agreements with the auditor (dealing in particular with the award-

ing of the audit contract, the determination of the main areas of focus for the audit and the audit

fee agreement) and takes appropriate measures to determine and monitor the auditor’s independ-

ence. The Audit Committee regularly assesses the quality of the audit and resolves on the

approval of any other contracts awarded to the auditor, paying special attention to any potential

implications for the auditor’s independence. In addition, the Audit Committee monitors the internal

process for assessing whether transactions with related parties are executed in the ordinary

course of business and on market terms. It resolves on behalf of the Supervisory Board on the

approval of related-party transactions pursuant to Sections 111a to 111c and Section 107 of the

Stock Corporation Act where such transactions require Supervisory Board approval and the

Supervisory Board has not entrusted the approval decision to any other committee.

The Chairman of the Board of Management and the Chief Financial Officer regularly attended the

meetings of the Audit Committee. Representatives of the auditor were also present at all the

meetings and reported in detail on the audit work and the audit reviews of the half-year report and

quarterly statements.

The Audit Committee discussed developments in the area of corporate compliance and the latest

reports from Internal Audit at each of its meetings, where necessary.

The individual Audit Committee meetings also focused mainly on the following topics:

1. At the February meeting, the Audit Committee discussed the financial statements of

Bayer AG and the consolidated financial statements of the Bayer Group. It also carefully

considered the risk report, which covers the risk early warning system and other aspects,

and the report on the internal control system (ICS). The Audit Committee also dealt with

the yearly compliance report and the developments in compliance and legal cases. Other

topics were the yearly report by Internal Audit and a report on the procedure for recording

related-party transactions.

2. The April meeting focused on the quarterly statement for the first quarter. The Audit

Committee also dealt with the quality of the audit of the financial statements and the main

areas of focus for the audit of the annual financial statements.



To our Stockholders

Report of the Supervisory Board

Bayer Annual Report 2021



3. At an information event in July, the members of the Audit Committee dealt in detail with the

methods and assumptions employed for the establishment of provisions in connection with

the glyphosate litigations.

4. At the August meeting, the Audit Committee dealt with the half-year report and discussed at

length the development of EBITDA before special items in the second quarter and the busi-

ness performance and cost of capital at Crop Science. The committee also discussed the

effectiveness and further development of the risk management system and the internal

control system for financial reporting. Other topics included the planned implementation of

new legal regulations (German Act to Strengthen Financial Market Integrity) and current

developments in ESG reporting. Finally, the Audit Committee discussed the yearly report of

the tax function at the meeting.

5. At its November meeting, the Audit Committee extensively discussed the quarterly statement

for the third quarter and the effects of the Group structure under company law on the

distributable profit of Bayer AG. Other topics were the audit planning by Internal Audit, the

yearly report of the treasury function including the audit conducted pursuant to Section 32

of the German Securities Trading Act (WpHG) (EMIR), and the audit budget for the auditor

of the financial statements for 2022 as well as the framework for the auditor’s nonaudit

services. Finally, the Audit Committee discussed the topics of data security and cyber

security at the meeting.

Human Resources Committee: This committee also has parity of representation between stock-

holders and employees. It consists of the Chairman of the Supervisory Board and three other

Supervisory Board members. The Human Resources Committee prepares the personnel decisions

of the full Supervisory Board, which resolves on appointments or dismissals of members of the

Board of Management. The Human Resources Committee resolves on behalf of the Supervisory

Board on the service contracts of the members of the Board of Management. However, it is the

task of the full Supervisory Board to resolve on the total compensation of the individual members

of the Board of Management and the respective compensation components, as well as to regu-

larly review the compensation system on the basis of recommendations submitted by the Human

Resources Committee. The Human Resources Committee also discusses the long-term succes-

sion planning for the Board of Management.

The Chairman of the Board of Management regularly attended the meetings of the Human

Resources Committee where the issues discussed did not relate to him personally.

The Human Resources Committee convened on five occasions in 2021. In each case, the

meetings involved deliberations and the adoption of resolutions relating to the compensation

of the Board of Management and the service contracts of Board of Management members.

The Human Resources Committee also dealt with the appointment of Sarena Lin to the Board

of Management, the extension of Stefan Oelrich’s appointment to the Board of Management,

the earlier-than-planned departure of Liam Condon from the Board of Management, and the

appointment of Rodrigo Santos to the Board of Management.

Nominations Committee: This committee carries out preparatory work when an election of stock-

holder representatives to the Supervisory Board is to be held. It suggests suitable candidates

for the Supervisory Board to propose to the Annual Stockholders’ Meeting for election. Following

a change to the rules of procedure in April 2020, the committee comprises the Chairman of the

Supervisory Board, the other stockholder representative on the Presidial Committee and two

further stockholder representatives.

The Nominations Committee convened once in 2021 and resolved to propose Dr. Fei-Fei Li and

Alberto Weisser as stockholder representatives to be elected by the Annual Stockholders’

Meeting following the departure of Johanna W. (Hanneke) Faber and Prof. Dr. Wolfgang Plischke.



To our Stockholders

Report of the Supervisory Board

Bayer Annual Report 2021



Innovation Committee: The Innovation Committee is primarily concerned with the innovation

strategy and innovation management, the strategy for the protection of intellectual property, and

major research and development programs at Bayer. Within its area of responsibility, the com-

mittee advises and oversees management and prepares any Supervisory Board decisions. The

Committee comprises the Chairman of the Supervisory Board and seven other members of the

Supervisory Board, with parity of representation between stockholder and employee representa-

tives. The meetings of the Innovation Committee are regularly attended by the Chairman of the

Board of Management, as well as by further members of the Board of Management depending

on the topics for discussion.

The Innovation Committee convened twice in 2021.

1. At its February meeting, it discussed the status and outlook of the venture capital activities of

“Leaps by Bayer”.

2. The October meeting of the Innovation Committee was chaired for the first time by Prof. Dr.

Otmar Wiestler, who succeeded Prof. Dr. Wolfgang Plischke as Chairman following the

latter’s departure from the Supervisory Board. The meeting focused on how the Innovation

Committee would go about its work in future and on Consumer Health's innovation strategy.

Glyphosate Litigation Committee: The Glyphosate Litigation Committee was established as a

nonstanding committee. The purpose of this committee was to intensively deal with the glypho-

sate litigations, and oversee and advise the Board of Management on related matters. The

eight-member committee comprised four stockholder representatives and four employee repre-

sentatives. The independent legal advisor retained by the Supervisory Board, John H. Beisner,

was also invited to the committee’s meetings. Beisner’s task is to independently advise the

Supervisory Board on matters related to the glyphosate litigations, including the trial strategy and

the ongoing mediation process. Although not involved in Bayer’s legal defense for these litiga-

tions, he has comprehensive access to all relevant information and documents in his role as

advisor to the Supervisory Board. The committee’s work complemented and further intensified

the status reports and discussions of the glyphosate litigations that regularly take place at the

meetings of the full Supervisory Board. As previously explained, the committee was dissolved at

the end of 2021.

The committee held two meetings during 2021, with one in September and one in December.

At each of these meetings, it dealt with court proceedings in this series of litigations that had just

taken place or were imminent, including the proceedings before the U.S. Supreme Court. Other

topics discussed at both meetings were the settlement programs for cases that had not yet been

resolved and the core elements of the so-called self-help program, as well as the other parts of

the five-point plan.

ESG Committee: The Supervisory Board established an ESG Committee with effect from the

beginning of 2022 and elected Ertharin Cousin as its Chairwoman. The ESG Committee has eight

members, with parity of representation between stockholders and employees. It deals with sustain-

able corporate governance and the company’s business activities in the areas of environmental

protection, social issues and corporate governance (ESG). This mainly pertains to the way

sustainability is incorporated into the business strategy; the establishment of sustainability targets;

the nonmandatory ESG reporting and the auditing thereof, if applicable; the opportunities and risks;

and the organizational structures and processes in ESG areas, provided the Audit Committee is

not already responsible for these matters. Within its area of responsibility, the committee advises

and oversees the management and prepares any Supervisory Board decisions.



To our Stockholders

Report of the Supervisory Board

Bayer Annual Report 2021



Corporate governance

The Supervisory Board considered the principles of corporate governance at Bayer. In particular,

at its December meeting, it dealt with the declaration of compliance with the German Corporate

Governance Code and resolved to amend the rules of procedure. In addition, the Chairman of the

Supervisory Board summarized at the meetings the dialogue he had with investors during investor

discussions held in February 2021 and the Corporate Governance Roadshow held in November

and December 2021 as well as in several individual conversations.

Financial statements and audits

The financial statements of Bayer AG were prepared according to the requirements of the German

Commercial Code and Stock Corporation Act. The consolidated financial statements of the

Bayer Group were prepared according to the International Financial Reporting Standards (IFRS) as

endorsed by the European Union. The applicable further requirements of Section 315a of the

German Commercial Code were also taken into account. The combined management report was

prepared according to the German Commercial Code. The auditor, Deloitte GmbH Wirtschafts-

prüfungsgesellschaft, Munich, has audited the financial statements of Bayer AG, the consolidated

financial statements of the Bayer Group and the combined management report. The auditor

responsible for the audit was Professor Frank Beine. The conduct of the audit is explained in the

auditor’s reports. The auditor finds that Bayer has complied, as appropriate, with the German

Commercial Code, the German Stock Corporation Act and/or the International Financial Reporting

Standards endorsed by the European Union, and issues an unqualified opinion on the financial

statements of Bayer AG, the consolidated financial statements of the Bayer Group and the

combined management report. The financial statements of Bayer AG, the consolidated financial

statements of the Bayer Group, the combined management report and the audit reports were

submitted to all members of the Supervisory Board. They were discussed in detail by the Audit

Committee and at a meeting of the full Supervisory Board. The auditor submitted a report on both

occasions and was present during the discussions.

We examined the financial statements of Bayer AG, the proposal by the Board of Management for

the use of the distributable profit, the consolidated financial statements of the Bayer Group and

the combined management report. While examining the combined management report, we also

examined in particular the nonfinancial statement, which is fully integrated into the management

report and was also examined by the auditor. We have no objections, thus we concur with the

result of the audit.

We have approved the financial statements of Bayer AG and the consolidated financial state-

ments of the Bayer Group prepared by the Board of Management. The financial statements of

Bayer AG are thus confirmed. We are in agreement with the combined management report and,

in particular, with the assessment of the future development of the enterprise. We also concur

with the dividend policy and the decisions concerning earnings retention by the company. We

assent to the proposal by the Board of Management for the use of the distributable profit, which

provides for payment of a dividend of €2.00 per share and the allocation of the remaining

amount to other retained earnings.

The Supervisory Board would like to thank the Board of Management and all employees for their

dedication and hard work in 2021.

Leverkusen, February 25, 2022

For the Supervisory Board



Prof. Dr. Norbert Winkeljohann

Chairman

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"Bayer 2021年报：财务数据一览及未来展望"

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