16. Corporate Governance Report

This Corporate governance comprises the long-term management and oversight of the company in accordance with the principles of responsibility and transparency. The German Corporate Governance Code sets out basic principles for the management and oversight of listed companies. Report also constitutes the report pursuant to Section 3.10 of the German Corporate Governance Code.

16.1 Declaration Concerning the German Corporate Governance Code*

*not part of the audited management report

Declaration by the Board of Management and Supervisory Board of Bayer AG
concerning the German Corporate Governance Code (May 5, 2015 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 2014.

With respect to the past, the following declaration refers to the June 24, 2014 version of the Code. With respect to present and future Corporate governance comprises the long-term management and oversight of the company in accordance with the principles of responsibility and transparency. The German Corporate Governance Code sets out basic principles for the management and oversight of listed companies. practices at Bayer AG, the following declaration refers to the recommendations in the May 5, 2015 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 2014.
  2. All the recommendations of the Code are now being complied with in full.

Leverkusen, December 2015

For the Board of Management

Dr. Marijn Dekkers (signature)

Dr. Dekkers

 

Johannes Dietsch (signature)

Dietsch

For the Supervisory Board

Werner Wenning (signature)

Wenning

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