Governance

Sustainability is a central element of our corporate strategy. Our management and oversight bodies are charged with due diligence and the management of our material impacts, risks and opportunities.

The role of the administrative, management and supervisory bodies [GOV-1]

Bayer AG is subject to German stock corporation law and therefore has a dual governance system consisting of the Board of Management and the Supervisory Board. The Board of Management consisted of six executive members in 2025. The Supervisory Board comprised 20 nonexecutive members, half of whom represented the shareholders and half of whom represented the employees in accordance with the German Codetermination Act (MitbestG).

Board of Management

The members of the Board of Management possess extensive experience as regards various products, value chains and geographic regions. This expertise forms the basis for the management of our sustainability activities and their assessment with regard to material impacts, risks and opportunities.

William N. (Bill) Anderson studied chemical engineering in Texas and at the Massachusetts Institute of Technology (MIT), United States, where he also earned a master’s degree in management. He began his career in specialty chemicals before moving into the biotech sector, where he held international leadership positions at various companies, including Biogen and Genentech. He joined Roche Pharmaceuticals in 2013 and became its CEO in 2019. He has been a member of Bayer’s Board of Management since April 1, 2023, and Chairman of the Board of Management (CEO) since June 1, 2023.

Wolfgang Nickl studied business administration in Stuttgart, Germany, and completed his MBA in Los Angeles, California, United States. After various assignments at Western Digital Corporation in Europe and the United States, he was appointed Chief Financial Officer in 2010. In 2013, he transferred to ASML N.V. in the Netherlands, where he became Executive Vice President and Chief Financial Officer. He has been a member of the Bayer Board of Management since April 2018 and has served as Chief Financial Officer (CFO) since June 2018.

Heike Prinz studied in Berlin, Germany, where she earned a master’s degree in business administration. In 1986, she joined the former Schering AG, which was acquired by Bayer in 2006. Beginning in 2009, she performed various management functions for Bayer Pharmaceuticals in Singapore, Thailand and Japan. In 2021, she took on the role of head of Commercial Operations in the Europe/Middle East/Africa region at Bayer’s Pharmaceuticals Division. Heike Prinz was appointed to the Board of Management of Bayer AG in September 2023 as Chief Talent Officer and Labor Director.

Rodrigo Santos studied agricultural engineering in São Paulo, Brazil, and earned an MBA in Ohio, United States. In 1999, he joined Monsanto and most recently served as Chief Operating Officer at Bayer’s Crop Science Division. During those years he held different positions in sales, market development and strategy, leading organizations in Latin America, Europe and the United States. Rodrigo Santos has been a member of the Bayer Board of Management and head of the Crop Science Division since January 1, 2022.

Stefan Oelrich joined Bayer as a commercial trainee. After qualifying as a commercial assistant, he held a number of positions of increasing responsibility in Bayer’s HealthCare business. In 2011, he joined Sanofi, where he held numerous roles before being appointed Executive Vice President Diabetes & Cardiovascular in the company’s Executive Committee. Stefan Oelrich has served as a member of the Bayer Board of Management and as head of the Pharmaceuticals Division since November 2018.

Julio Triana studied biology and chemistry at the University of Houston and neuroscience at the University of Texas Graduate School of Biomedical Sciences (both Texas, United States) and holds a Master of Business Administration from Universidad Antonio de Nebrija in Madrid, Spain. After working as a research scientist and transferring to PricewaterhouseCoopers, he joined the Bayer Group in 2002, where he has held various management positions, including Chief Financial Officer and Chief Transformation Officer of the Pharmaceuticals Division. Julio Triana has been a member of the Board of Management of Bayer AG since April 1, 2024, and is head of the Consumer Health Division.

Supervisory Board

The members of the Supervisory Board also possess an extensive portfolio of industry experience and specialist expertise, enabling them to accompany and oversee sustainability matters. In the opinion of the Supervisory Board, the shareholder representatives have the following special expertise and experience, as well as the following independence status:

In the opinion of the Supervisory Board, the employee representatives have the following special expertise and experience:

The average age of the members of the Supervisory Board is 61. 45% of the members are male and 55% female. Of the six members of the Board of Management, 83% are male and 17% female.

No member of the Supervisory Board or the Board of Management has an interest, holds a position, or is subject to an alliance or relationship that a reasonable and informed third party would deem suitable to exert undue influence on the decision-making process or cause bias. One member of the Supervisory Board, Dr. Paul Achleitner, has been a member of the Supervisory Board for more than 12 years. As such, the Supervisory Board does not consider him to be independent as defined in Section C.7 of the German Corporate Governance Code. However, the Supervisory Board does not have any concerns about Dr. Achleitner’s impartiality or with respect to possible conflicts of interest as classified according to the German Corporate Governance Code. No member of either body can therefore be regarded as not independent according to ESRS.

Sustainability is one aspect of our strategy with which we want to promote positive contributions for people and the environment. Clear roles and responsibilities therefore ensure effective management. Chairman of the Board of Management (CEO) William N. (Bill) Anderson holds the function of Chief Sustainability Officer (CSO). Together with the full Board of Management, this role forms the first level of responsibility for managing the impacts, risks and opportunities associated with sustainability. An external Sustainability Council advises the Board of Management and offers a critical, constructive perspective. In addition, we have a Human Rights Officer who oversees the management of risks relating to human rights and provides updates to the Board of Management. The Board of Management is supported in its sustainability management by the Public Affairs, Sustainability & Safety Enabling Function and the associated global company organization. The head of Public Affairs, Sustainability & Safety reports directly to the Chairman of the Board of Management (CEO).

Since 2022, the Supervisory Board has included an ESG Committee. Serving on the ESG Committee are the Supervisory Board members Ertharin Cousin (Chairwoman), Yasmin Fahimi, Colleen A. Goggins, Heike Hausfeld, Kimberly Mathisen, Claudia Schade, André van Broich and Prof. Dr. Norbert Winkeljohann. This committee supports the full Supervisory Board in the oversight of the Board of Management as regards integrating sustainability into the business strategy and business conduct, as well as regarding sustainability-related risks and opportunities, including possible consequences for the company’s reputation.

The Public Affairs, Sustainability & Safety Enabling Function supports the CSO and the Board of Management in identifying risks and opportunities, developing strategies and defining targets and guidelines for sustainability management. It safeguards the governance of sustainability matters and integrates management into existing structures. This embeds sustainability management into the existing management and governance structures and core processes of the organization. We have, for example, implemented an integrated risk management system designed to ensure the continued existence and future target attainment of the Group through the early identification, assessment and treatment of risks. Our risk management system is aligned with internationally recognized standards and principles such as the ISO 31000 standard of the International Organization for Standardization.

The Board of Management uses defined nonfinancial targets and metrics to steer the alignment of our strategy toward the Sustainable Development Goals of the United Nations. These are reflected in the Bayer Group’s planning and steering process as management indicators and metrics. Our Group-wide sustainability targets are integrated into the compensation system for the Board of Management (please see the section “Integration of sustainability-related performance in incentive schemes [GOV-3]”).

Wherever not immediately available, the Board of Management solicits specialist expertise on sustainability from, for example, the external Sustainability Council. Bayer’s external Sustainability Council is composed of independent external specialists with comprehensive expertise in a multitude of sustainability matters. The council advises the Board of Management, the CSO, the Public Affairs, Sustainability & Safety Enabling Function and other relevant functions on all material impacts, risks and opportunities for Bayer.

Role of administrative, management and supervisory bodies in business conduct [G1.GOV-1]

Both the Board of Management and the Supervisory Board play a crucial role in managing our material impacts, risks and opportunities in the area of business conduct. Through our double materiality assessment, we have identified areas in which our company can achieve significant positive market impact, and we implement strategies, processes and measures to achieve our goals. When it comes to the business conduct practiced at Bayer, the Board of Management leads by example (“tone from the top”) and passes this conduct on to the other levels of the company. This is supported by regular training measures on issues such as compliance or human rights and by an open communication culture that enables every employee, as well as external third parties, to voice concerns.

Integrity and compliance are central pillars of our corporate culture. Our globally valid Code of Conduct and our global compliance organization are intended to help all employees act according to legal requirements and ethical principles. The compliance organization is headed up by the General Counsel of Bayer AG in their role as the Group Compliance Officer, who reports directly to the Board of Management. To help ensure we identify risks as comprehensively as possible, we have established and continuously update a Bayer Risk Universe that reflects the company’s potential risk categories. The Bayer Risk Universe also expressly accounts for risks of a nonfinancial nature that are linked to our own operations or to our business relationships, products and services. Risks that relate to environmental, employee and social matters, human rights, corruption and bribery are included as well. The Assurance Committee has the task of ensuring that all substantial risks are adequately addressed by way of suitable risk control measures. It is chaired by the Chief Financial Officer, with a second Board of Management member participating on a rotating basis. The Assurance Committee also regularly discusses the risk portfolio and the status of the risk control measures.

To ensure consideration of the various aspects of our business conduct, the Board of Management and Supervisory Board have specific specialist knowledge. The respective members benefit from our extensive program of training measures on subjects such as data protection, conflicts of interest, fairness and respect at work, and anti-corruption. In 2025, for example, members of the Board of Management and the Supervisory Board had the opportunity to complete the new training courses on data protection and antitrust law.

Strict guidelines and effective training measures on preventing corruption and on other relevant theme areas are integral elements of our compliance management system. We do not tolerate corruption and have clear rules and regulations that are supported by Group-wide training measures and a policy of the legal and compliance organization.

We endeavor to achieve the highest ethical standards in supplier management in the entire organization. The Procurement function helps to ensure that our procurement activities and supplier relations impact society and the environment as positively as possible. Our procurement policy is reflected in the Bayer Supplier Code of Conduct, which bindingly establishes our economic, ethical, social and environmental principles as regards suppliers.

Our political lobbying is transparent and based on high ethical standards. We have clear accountabilities for governing the exertion of political influence and strive to continuously increase the transparency of our political lobbying.

By integrating these aspects into our business conduct and through the active role played by the Board of Management and the Supervisory Board, we demonstrate our commitment to responsible business conduct and sustainability. Our continuous efforts to ensure integrity and compliance in all aspects of our own operations strengthen the trust of patients, farmers, consumers, shareholders, employees and society worldwide.

Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies [GOV-2]

Our double materiality assessment was conducted under the auspices of the Public Affairs, Sustainability & Safety Enabling Function, taking into account the requirements of the ESRS. The results were presented at a meeting of the Board of Management as well as to the ESG Committee of the Supervisory Board. The employee representatives were also informed of the results of the double materiality assessment and the contents of the Sustainability Statement. The members of the Supervisory Board also received training in 2025 on the sustainability matters of climate change and human rights. In addition, the Board of Management was informed twice in 2025 about the effectiveness of adopted strategies and measures such as compensation-relevant CO₂ emissions.

The divisions and enabling functions steer the sustainability-related impacts, risks and opportunities and are responsible for integrating them into processes and decision-making procedures. Prior to important transactions, a comprehensive due diligence assessment is carried out to ensure that potential risks and opportunities are evaluated and suitable solutions found to safeguard the interests of various stakeholders. Examples can be found in the approach to capital expenditure decisions, our operational procurement activity and our company culture.

• The Procurement Enabling Function steers sustainability in the supply chain. Procurement is responsible for establishing supply-chain-related targets together with the Public Affairs, Sustainability & Safety Enabling Function and meeting them together with the divisions. Procurement is also responsible for the Bayer Supplier Code of Conduct, which describes our minimum standards for supplier sustainability.

• The Human Resources area is responsible for integrating sustainability into Bayer culture, promoting sustainable conduct in accordance with our values, and establishing a dialogue-oriented culture based on fairness and respect at work, equitable compensation practices and good working conditions.

• Our activities in the Mergers and Acquisitions (M&A) area are a key driver of our long-term value creation strategy, with a focus on innovation-driven technology. Against this background, sustainability matters are a part of the decision-making process for acquisitions.

In 2025, the following topics in terms of material impacts, risks and opportunities were discussed by the administrative, management and supervisory bodies or their responsible committees:

• Progress with regard to implementing our climate strategy, our Transition and Transformation Plan and our GHG emissions reduction targets. This is allocable to the impacts, risks and opportunities of sustainability matters in the area of climate change.

• Progress with regard to our 100 million targets, particularly our initiative “100 Million Women by 2030 – Choice for Every One of Them,” which aims to provide women in low- and-middle income countries with access to modern contraception. This is allocable to the impacts, risks and opportunities of sustainability matters in the area of consumers and end-users.

• Progress with regard to reducing the environmental impacts of crop protection products. This is allocable to the impacts, risks and opportunities of sustainability matters in the area of environmental protection.

• Progress with regard to regenerative agriculture, biofuels and innovative cultivation systems. This is allocable to the impacts, risks and opportunities of sustainability matters in the area of biodiversity and ecosystems.

• Our global due diligence regarding human rights and our related management approach. This is allocable, for example, to the impacts, risks and opportunities of sustainability matters in the area of own workforce, workers in the value chain and affected communities.

• Our CSRD reporting, the double materiality assessment, the respective challenges and cooperation with the external Sustainability Council. This is allocable to the impacts, risks and opportunities in all sustainability matters.

Integration of sustainability-related performance in incentive schemes [GOV-3]

To link economic success with social and environmental responsibility, the compensation system for the Board of Management takes into account both Bayer’s financial success and sustainability-related performance aspects. The total compensation of the members of the Board of Management of Bayer AG comprises fixed and variable components. The variable components consist of short-term cash compensation (STI) and long-term cash compensation (LTI). The calculation model for long-term stock-based compensation (LTI) takes into account the attainment of targets newly established each year on the basis of our Group sustainability targets. Sustainability targets can also be accounted for within the individual targets to be newly established each year (multiplication factor of between 0.8 and 1.2) for the respective members of the Board of Management in connection with short-term variable compensation.

Within the scope of our Group sustainability targets through 2030, our 100 million targets and our greenhouse gas emissions reduction targets represent performance metrics that are integrated into the compensation policy for the Board of Management as performance benchmarks. The proportion of variable compensation for members of the Board of Management that is based on sustainability-related targets is determined by multiplying the weighting of the sustainability targets (20%) by the individual target amount as part of the long-term cash compensation plan, and then dividing that figure by the sum of the respective target amounts for the short- and long-term cash compensation plans. The Supervisory Board sets the Board of Management’s compensation pursuant to Section 87, Paragraph 1 of the German Stock Corporation Act (AktG). The Supervisory Board does not receive variable compensation components based on the attainment of established targets (including targets pertaining to the reduction of our greenhouse gas emissions).

Integration of climate-related performance in incentive schemes in the form of reduction targets [E1.GOV-3]

Our compensation system for the Board of Management takes into account our targets for reducing our greenhouse gas emissions. For the calculation of the LTI, the components of relative capital market performance and sustainability serve as a factor by which the change in the share price is multiplied. The relative capital market performance is weighted at 80% and sustainability at 20%. Greenhouse gas emissions reduction targets (10% weighting) and our social targets (10% weighting) each account for half of the sustainability component. Aggregated attainment of the Group sustainability targets amounted to 130% in 2025. In this aggregated target attainment, the compensation-relevant attainment levels came in at 100% for Scope 1 and 2 greenhouse gas emissions, at 100% for Scope 3 greenhouse gas emissions from relevant categories and at 100% for the offsetting of the remaining Scope 1 and 2 greenhouse gas emissions. By including the targets in the calculation of the LTI, we want to drive forward their achievement.

Statement on due diligence [GOV-4]

Our due diligence responsibility includes identifying and addressing the negative impacts of our own operations on individuals and the environment. This continuous process reacts to changes in the strategy, business model and business relations according to the Guiding Principles on Business and Human Rights of the United Nations and the OECD Guidelines for Multinational Enterprises. Our measures are geared toward operating responsibly and fostering sustainable development. In terms of respecting human rights, for example, actions are taken both within our own operations and throughout our value chain. Corporate policies, processes and management and monitoring systems are in place to govern the implementation of human rights and environmental standards. In addition, we offer special training programs to continuously enhance employees’ awareness of the importance of human rights in their day-to-day activities. This includes a basic training course entitled “Respecting Human Rights at Bayer.” We also demand that our business partners, particularly our suppliers, fully respect human rights and environmental standards.

The core elements of the due diligence obligation can be found in various places in our Sustainability Statement:

Risk management and internal controls over sustainability reporting [GOV-5]

To ensure reliable sustainability reporting, risks associated with the information acquisition and handling process are analyzed and mitigated through internal controls. The internal control actions are adapted to the respective process steps. We assess and prioritize risks related to sustainability reporting based on their likelihood and their potential impact. In 2025, we formalized respective controls as part of the Internal Control System over Sustainability Reporting (ICSoSR).

The material risks related to sustainability reporting pertain to incomplete or incorrect data that can arise both during data collection (e.g. at the sites, in the countries or in our functions) and during subsequent central calculation or consolidation, as well as the transference of metrics. There is also a risk of imprecise or incomplete qualitative information, if not all regulatory requirements were observed or not all relevant internal stakeholders were integrated into the validation process. To mitigate these risks, we employ various types of controls such as the application of the dual control principle or automated data transfers.

As soon as we identify material risks in the reporting process, internal controls are developed to mitigate them. The corresponding information on the process risks and the implementation of the internal controls is passed on to our company’s relevant internal functions and decision-makers. Both the Board of Management and the Supervisory Board are notified about the sustainability reporting process. In 2025, the Audit Committee of the Supervisory Board was particularly informed about the further development of the ICSoSR. We continuously evolve our internal controls, for example in connection with our double materiality assessment.