Stipulations to promote the percentage of management positions held by women pursuant to section 76 (4) and section 111 (5) of the German Stock Corporation Act (AktG)
Stipulations pursuant to section 76 (4) AktG (target for the percentage of positions held by women on the two upper management levels below the Executive Board)
We foster diversity within the company, which also includes ensuring a balance of genders in management. To this end, we pursue both voluntary and legally required objectives, and we work continuously and sustainably on achieving them. As a global company with correspondingly aligned global (leadership) structures, we are striving to increase the proportion of management positions held by women (managers, experts, and project managers in roles 4 and above)1 as a voluntary goal. We want to achieve gender parity by the end of 2030.
In addition, Merck KGaA, Darmstadt, Germany, is subject to the statutory obligations under section 76 (4) AktG. Against this background, on December 15, 2016, the Executive Board of Merck KGaA, Darmstadt, Germany, defined the targets for the percentage of positions held by women in the Group as 21% for the first management level and 26% for the second management level below the Executive Board. December 31, 2021, was set as the deadline for achieving these targets.
On December 31, 2021, the actual percentage of positions held by women at the Group was 35.5% at the first management level and 31.8% at the second management level. In other words, the successful appointment and promotion of women resulted in the target for the percentage of positions held by women being comfortably exceeded at both management levels.
On December 21, 2021, the Executive Board of Merck KGaA, Darmstadt, Germany, set the new targets to be achieved by December 31, 2024, as follows:
- First management level of Merck KGaA, Darmstadt, Germany, below the Executive Board: 35.5% of positions held by women, which corresponds to full headcounts
- Second management level of Merck KGaA, Darmstadt, Germany, below the Executive Board: 31.8% of positions held by women, which also corresponds to full headcounts
The first management level comprises all managers of the Group with a direct reporting line to the Executive Board of the Group or who belong to the Global Executive Group. The second management level comprises all managers of the Group who report to managers with a direct reporting line to the Executive Board of the Group or the Global Executive Group.
Stipulations pursuant to section 111 (5) AktG (target for the percentage of positions on the Supervisory Board held by women)
Pursuant to section 111 (5) AktG, the Supervisory Board of companies that are listed or subject to codetermination stipulates binding targets for the percentage of positions on the Supervisory Board and on the Management Board held by women. However, Merck KGaA, Darmstadt, Germany, is not required to set stipulations pursuant to section 111 (5) AktG for the following reasons: The statutory target of 30% pursuant to section 96 (2) AktG is already applied to the Supervisory Board of Merck KGaA, Darmstadt, Germany; this eliminates the obligation to stipulate a further target for the percentage of positions held by women on the Supervisory Board (see section 111 (5) sentence 5 AktG). In turn, the obligation to stipulate a target for the percentage of positions held by women on the Executive Board pursuant to section 111 (5) AktG and the minimum composition requirement for the Executive Board pursuant to section 76 (3a) AktG are not applicable to the legal form of a corporation with general partners (Kommanditgesellschaft auf Aktien), as a corporation with general partners neither has a management board comparable to that of a stock corporation, nor does the Supervisory Board have personnel authority over the Executive Board. Rather, the Executive Board of Merck KGaA, Darmstadt, Germany, consists of personally liable general partners (see also the description of Supervisory Board procedures). In line with its diversity policy, however, we also continue to pursue representation of both genders as an objective for the Executive Board.
1 The group in question accounts for around 7% of the total workforce; see the description of “Diversity and management”.