Bayer Aktiengesellschaft (BAYN) Earnings Call Transcript & Summary
April 28, 2023
Earnings Call Speaker Segments
Norbert Winkeljohann
executiveLadies and gentlemen, as Chairman of the Supervisory Board of Bayer Aktiengesellschaft and also as Chairman of this meeting, I hereby officially open the ordinary AGM of the company. I would like to extend a warm welcome to you, our shareholders, the shareholder representatives, the representatives of the media and all other viewers, who have accepted our invitation and are watching and listening to today's AGM via the Internet. Ladies and gentlemen, we are once again holding this AGM as a virtual AGM. Last year, German lawmakers permanently enshrined the virtual AGM in the Stock Corporation Act as an equivalent alternative to the Annual General Meeting held in person. Compared to the AGMs held on the basis of the special legislation in place during the corona pandemic, the legislature has significantly extended shareholders' rights. These now correspond, as far as possible, to the shareholders' rights at the AGM held in person. The new format of a virtual AGM provides for a direct exchange between shareholders and management during the AGM via video link, in a manner similar to face-to-face AGMs. In particular, shareholders have the right to propose motions and elections as well as the right to speak and receive information during the virtual shareholders' meeting, as is the case at face-to-face AGMs. With the approval of the Supervisory Board, the Executive Board, or Board of Management has decided to hold today's AGM in this new virtual format. And we've made this decision after careful consideration. In addition to the items on the agenda, we took particular account of the fact that the virtual AGM would enable more shareholders to participate in the AGM. We also took into account sustainability considerations and cost aspects, among other things. By deciding in favor of a virtual AGM, we are also in line with widespread market practice. As you know, the German DAX companies have opted quite overwhelmingly this year to hold virtual AGMs. All members of the Board of Management are present except for Heiko Schipper, who is unable to attend today because he is ill. All members of the Supervisory Board are present with the exception of Colleen Goggins and Kimberly Mathisen, who are unable to participate today. Ms. Goggins, who is unable to travel to Leverkusen for health reasons. And Ms. Mathisen has an illness in her family and couldn't join us either, but both of them have joined us via the Internet. Of the participating members of the Supervisory Board, I would like to extend a special welcome to those newly elected to the Supervisory Board in last year's employee elections. That's Dr. Barbara Gansewendt, Mr. Francesco Grioli, Ms. Claudia Schade, Mr. Heinz Georg Webers, and Mr. Michael Westmeier. In particular, I would like to welcome Ms. Yasmin Fahimi. At the request of the company, the appropriate District Court has appointed Ms. Fahimi to succeed the employee representative, Reiner Hoffmann, who resigned from the Supervisory Board. Dr. Gansewendt is a licensed pharmacist, has a doctorate in pharmaceutical chemistry and chairs the group Spokespersons Committee of Management Employees at Bayer. Mr. Grioli has completed training as an energy electronics technician, specializing in operating -- operational technology and is a member of the Executive Board of the German Mining, Chemical and Energy Industrial Union, IG BCE. Ms. Schade has completed training as an office communications clerk and is Chairwoman of the Works Council at the Leverkusen site. Mr. Webers has completed training as a chemical laboratory technician and is Deputy Chairman of the General Works Council at Bayer. Mr. Westmeier is a trained industrial commercial specialist and Deputy Chairman of the Group Works Council at Bayer. Ms. Fahimi has a degree in chemistry and is Chairwoman of the Federation of German Trade Unions, DGB. On the Supervisory Board, I would also like to extend a special welcome to Ms. Kimberly Mathisen, who, as I mentioned, is with us via the Internet. At the request of the Company, the appropriate District Court has appointed Ms. Mathisen to succeed Dr. Fei-Fei Li. Ms. Li was a shareholder representative and resigned from the Supervisory Board. Ms. Mathisen is being proposed to you today for election to the Supervisory Board and will introduce herself to you later. All the Supervisory Board members just named are attending an Annual General Meeting of our company for the first time today. And I would like to extend a warm welcome to all of them. And I look forward to continuing our good cooperation. In addition to that, I'd like to welcome the Chairman of the Board of Management, Werner Baumann. Then, Executive Board member responsible for Talent and Transformation, Sarena Lin; the CFO, Mr. Wolfgang Nickl as well as the other members of the Board of Management: Stefan Oelrich, who is the Head of the Pharmaceuticals division, and Rodrigo Santos, who is the Head of the Crop Science division. In particular, I am pleased this year to welcome for the first time, Bill Anderson to our Annual General Meeting. As you know, the Supervisory Board has appointed Bill Anderson to a member of the Board of Management with effect from the 1st of April, 2023. Starting on the first of June 2023, he will take over as Chairman of the Board of Management from Werner Baumann. Bill Anderson will now introduce himself to you personally.
William Anderson
executiveThank you, Norbert. Ladies and gentlemen, dear shareholders, it's a great pleasure for me to briefly introduce myself to you today. Bayer is a fascinating company. And my anticipation rises, the more I learn about the innovations and the people at Bayer. I also look forward to engaging in dialogue with you in the coming years. And if you'll allow me, I'd like to continue in my native language. I'm Bill Anderson. I'm a scientist at heart. I'm a lifelong student of biotechnology and the life sciences, and I'm passionate about empowering organizations to deliver outstanding results. I joined Bayer less than 4 weeks ago as CEO-elect. Since then, I've been getting to know the Bayer family, our employees, our customers, our partners. Today, it's my pleasure to continue familiarizing myself with the company by hearing from you. I've also been getting to know our 3 divisions: Crop Science, pharmaceuticals, consumer health. These are 3 outstanding businesses. Each of them applies science to important challenges like feeding a growing population while taking care of the earth, treating or reversing today's major world diseases, or finding new ways to help people get the nutrition that's right for them. That's science for a better life. The potential is immense, but we all know potential is not enough. We're living in a time of great geopolitical uncertainty and economic pressures. With our life science focus and leading positions in crucial industries, it's incredibly important that Bayer can deliver on its promise, turning potential into products, investments into impact and visions into value. That's the mandate for me and for my colleagues on the Board. Even more, it's the mandates for our 100,000 people around the world. Science for a better life. It's too important to be left in just a few hands. It's something all of Team Bayer has to own. And that's what we aim to deliver. So thank you for your attention, and I look forward to working in the best interests of Bayer and all of our stakeholders. Thank you, and back to you, Norbert.
Norbert Winkeljohann
executiveThank you very much, Bill. Thanks, Bill Anderson. Ladies and gentlemen, in addition to that, I would like to welcome here today Dr. [ Marc Hermanns ] who, as in previous years, will prepare the minutes of the AGM. In addition, 1 of the company's 2 proxy holders is present here in the room. Unfortunately, however, some Bayer colleagues have also left us since the last Annual General Meeting. I would like to ask that we observe a moment of silence in memory of the Bayer colleagues who died last year, and in memory of all those who died as a result of the terrible and unjustifiable war of aggression against Ukraine. Thank you. Ladies and gentlemen, I would already like to take this opportunity to thank everyone who has been involved in preparing and conducting this year's Annual General Meeting. And now we will move on to formalities. In addition, I would like to give you some information about how we're going to proceed at today's Annual General Meeting. The entire AGM will be broadcast in audio and video format for shareholders and their proxies on the shareholder portal, and the shareholder portal can be accessed via the company's website for this AGM. In addition, as Chairman of the meeting, I have ordered, in accordance with Section 16 paragraph 4 of our Articles of Association, that today's AGM should also be broadcast in full on the Internet, both audio and video, for interested members of the public. And it can, therefore, be followed without restriction by anyone. The opening of the AGM, the speech by the Chairman of the Board of Management, and the report from the Chairman of the Supervisory Board will be recorded and will later be available as recordings on the company's Internet site. Recordings of the broadcast of the AGM are not permitted. This year, we are again offering simultaneous interpretation of the entire AGM from German into English. You can choose the language setting on the website. In addition, this year, for the first time, we are offering to have our interpreters translate into German, the speeches by shareholders that are held in English, and we are thus using the new virtual format to increase the participation of international investors during the AGM as well. However, please understand that this is a voluntary offer from the company. We cannot guarantee the availability and accuracy of the interpretation. If you wish to make a statement in English, you can continue to arrange by yourself for translation into German, which is the language that is authoritative for the AGM. As Chairman of the meeting, I have determined in accordance with Section 13 paragraph 1 of the -- 1F of the German Stock Corporation Act, that shareholders' rights to information and questions pursuant to Section 131 of this Act may only be exercised by way of the video communication and thus as part of a spoken statement. This enables the other shareholders to follow the speeches, questions and their answers at the AGM in a coherent manner. The Board of Management will answer the questions you have asked. Insofar as questions relate to the Supervisory Board, I will answer them in consultation with the Board of Management. Should follow-up questions arise from the answer to a question, these may also be raised by any stockholder by way of a request to speak. As in the past, voting rights can also be exercised during the AGM via the shareholder portal. I will explain the details of this later. In accordance with the legal concept, you were also able to submit comments, make counter motions and submit election proposals before the AGM. Substantial use was made of these opportunities. We received 6 written comments, as well as 15 countermotions and 2 countermotions for the Supervisory Board elections. We have made these available on the company's website for this Annual General Meeting. To allow more targeted questions, we've also published Mr. Baumann's speech as well as mine prior to the Annual General Meeting, on our website. We hope that these measures will create as much space as possible for dialogue between you, our shareholders, and the Board of Management and Supervisory Board. I hope that we will all experience a constructive AGM today with good discussions. If, despite all our efforts, there are general technical problems during the AGM, I would ask you to be patient and follow the instructions on our website for the AGM and on our shareholder portal. In the event of individual technical difficulties, please contact the shareholder hotline, the telephone number of which can be found on our website for the AGM and in the shareholder portal. The convening of today's virtual AGM with the agenda and the proposals from the Board of Management and Supervisory Board on the resolutions were published in due form and time in the German Federal Gazette on the second of March of this year. The annual financial statements, including the Board of Management's proposal for the appropriation of net income, the consolidated financial statements, the combined management report, including the Board of Management's explanatory report on takeover-related disclosures, and the Supervisory Board's report have been available on the AGM of the company's website since the AGM was announced. They can also be accessed there today during the AGM. And this also applies to the resumes or CVs of Ms. Mathisen and me, as candidates for today's election to the Supervisory Board. The same applies to the compensation report submitted to you today for approval with regards to the compensation of members of the Board of Management and the Supervisory Board, and to the Articles of Association of the company. Ladies and gentlemen, I hereby declare that the Annual General Meeting was duly convened in accordance with German law and the Articles of Association of the company. This year, we will again keep a register of attendees. The company's proxy holders present in the room, and the shareholders represented by him, will be included in the list of attendees if they have requested this. In addition, shareholders connected or represented by electronic means and shareholder proxy holders connected by electronic means will be included in the list of participants. Depending on the proxies to the company's proxy holder granted or revoked during the course of today's AGM and the shareholders and shareholder representatives connected, the attendance numbers will, of course, change. I would now like to share with you the attendance that has just been determined. You can view the list of attendees on the shareholder portal in the section List of Attendees. I will inform you of the attendance again before voting begins. The attendance just determined is as follows. Of the registered share capital of the company of EUR 2,515,005,649.92 broken into 982,424,082 individual shares, 529,302,137 are represented with that number of votes. And this corresponds to 53.88% of the registered share capital. In addition to that, the company has received postal votes, absentee votes for 79,164,851 votes. All in all, therefore, we have votes for 608,466,988 shares, which corresponds to 61.94% of the registered share capital. In determining this attendance, 216 shareholders were electronically connected to this year's AGM. And before we determine this attendance, for 102,014 of shares, neither absentee votes were received nor were any proxies received via the proxy holders of the company. Ladies and gentlemen, I would now like to draw your attention to matters concerning the debate and statements. During the discussion, shareholders wishing to speak on 1 or more items on the agenda are requested to register on the shareholder portal. You can also ask questions, make nominations for the elections and propose motions as part of your speech. Requests to speak are also possible until the speakers list is closed. After that, it is still possible to submit motions via the shareholder portal. When registering to speak, you must provide your name, your e-mail address and a telephone number where you can be reached today. If possible, please also indicate the items on the agenda on which you wish to speak. If you wish to make a motion, please also state this and its content, so that we can check when your motion is going to be dealt with. In due course, a dialogue box will appear in the shareholder portal asking you to enter the virtual waiting room. This may take some time, depending on the number of requests to speak that we've received and your position on the list of speakers. And therefore, please be patient if necessary. When you enter the waiting room, you will leave the broadcast of the shareholders' meeting, which is delayed for technical reasons. In the waiting room, the broadcast is no longer time delayed. So when you enter the waiting room, you will not have been able to follow a small part of the AGM, usually 20 to 40 seconds. Please choose the time when you enter the waiting room at a time that is most convenient for you, but also in good time, so that the functionality of your video communication can still be subjected to a technical check. In the virtual waiting room, our technical staff will check the functionality of the video communication line, and after I've called your name, we will activate you for the live broadcast of your statement. Ladies and gentlemen, a few more remarks on the vote. Voting for today's virtual AGM is still possible by absentee or postal vote, or by authorizing and instructing the proxy holder nominated by the company in the shareholder portal until the end of voting. I will announce the end of voting in advance. Until then, you can still change the votes you have cast via the shareholder portal. At the appropriate time, I will remind you once again to cast your votes, but I would already like to ask you to cast your votes and issue your instructions in good time. Information on exercising voting rights can also be found in the notice of the AGM and on the company's website. The company proxy holder present will vote on the individual agenda items by releasing the votes deposited in the system, in accordance with the instructions received. The postal votes received in due time shall also be taken into account in determining the results of the vote. If you have registered for the AGM with several shareholder numbers, or if you have several proxy cards, you must exercise the voting rights for each shareholder number or proxy card individually, so that you can vote with all of these votes. The voting results are determined according to the addition method. That means the yes and no votes are counted. Abstentions are recorded separately, but have no influence on the result. Objections to the minutes of the AGM and complaints about unanswered questions can also be submitted electronically via the shareholder portal. As explained in the invitation, or the convening notice to the Annual General Meeting, the opportunity to object exists from the beginning of the AGM until its closure. The voting process and the counting of votes are monitored by the notary, as are the incoming objections and complaints. The notary made sure of the proper functioning and reliability of the equipment prior to our AGM. Ladies and gentlemen, following these explanations, we can now move on to the agenda. The agenda with the proposed resolutions was published in the convening notice in the German Federal Gazette on March 2. You will also find the agenda and the invitation to the AGM on our website for the AGM. We've also referred to this website in the documents for the AGM that were sent to our shareholders. As already mentioned, the company received several countermotions and election proposals within the statutory period, which were made available on the company's website. These are deemed to have been made at the time they were made available. However, they do not have to be dealt with at the AGM if the shareholder submitting the motion or election proposal is not duly authorized and registered for the AGM. Let's now start with item 1 on the agenda, which deals with the financial statements and reports to be presented, and the resolution on the appropriation of profits. However, I will also now announce the other items on the agenda; that is, items 2 to 8. You will also receive explanations of individual items below. The full version of the annual report for 2022, with the report of the Supervisory Board, the consolidated financial statements and the combined management report, as well as the annual financial statements with the proposal for the appropriation of net earnings, have been made available on the company's website for the AGM since the AGM was announced, and can also be accessed there now. One example of all of the documents has been made available to the notary. The annual financial statements for 2022 were prepared by the Board of Management, approved by the Supervisory Board and are thus adopted. The consolidated financial statements were also approved by the Supervisory Board. The combined management report was also examined by the Supervisory Board and approved without objection. The Supervisory Board also approved the Board of Management's proposal for the appropriation of net income, which includes a dividend of EUR 2.40 per share, was examined and approved. The annual financial statements, the consolidated financial statements and the combined management report were audited by the auditors. The auditor certificates were issued without any qualifications. The Supervisory Board approved the results of the audit. The auditor also audited the compensation report for the 2022 financial year prepared by the Board of Management and Supervisory Board, and issued an unqualified audit certificate. I will go into more detail on the elections to the Supervisory Board and the candidates proposed to you by the Supervisory Board for election in a moment, as part of the Supervisory Board's report. Let me also briefly explain the 2 proposed amendments to the Articles of Association. Under Item 6 on the agenda, the Board of Management, Supervisory Board proposed to include an authorization, limited to a period of 2 years, to hold virtual shareholders' meetings in the Articles of Association. Without such authorization in the Articles of Association, it would no longer be possible to hold virtual shareholders' meetings in the future. From the point of view of the Board of Management and the Supervisory Board, the format of the virtual AGM has basically proved its worth in recent years. As I already explained at the outset, the significantly expanded shareholder rights compared with previous years, as now provided for by the German Stock Corporation Act for the new form of virtual AGM correspond, to the greatest possible extent, to the shareholders' rights at a face-to-face AGM. Nevertheless, there may, of course, be reasons for holding shareholders' meetings as physical AGMs. Before convening an AGM, the Board of Management will therefore examine in each individual case, whether it should be held as a virtual or as a face-to-face meeting. In doing so, it will also be guided, in particular, by the aspects that were decisive for the decision on the format of today's AGM. These are, above all the items on the agenda of the AGM, the aim of achieving the broadest possible shareholder participation, sustainability considerations, and cost aspects. In any case, the Board of Management will always keep the protection of stockholders' rights in mind when making its decision. Bayer does not plan to allow questions to be submitted prior to the meeting if virtual stockholders' meetings are held. And in doing so, to limit the scope of submission of questions in the notice of the meeting. By limiting the authorization in the Articles of Association to 2 years, you, shareholders, will also be given the opportunity to decide in a timely manner whether the rule on holding virtual AGMs at Bayer has proved its worth in your view and should be extended. Under Item 7 on the agenda, we request your approval for the members of the Supervisory Board to be allowed to participate virtually; that is, by means of video and audio transmission in future virtual AGMs. The Board of Management and Supervisory Board consider this to be justified, because with the exception of the Chairman of the meeting, the members of the Supervisory Board have no active role in the AGM and cannot face the shareholders in person. The proposed provision in the Articles of Association, therefore, has no effect on shareholders and their rights. In addition, virtual participation by the members of the Supervisory Board would significantly reduce costs for the company, CO2 emissions and the time demanded of the members of the Supervisory Board. That concludes my introductory remarks on the agenda of today's AGM. Ladies and gentlemen, I would now like to give the floor to Mr. Baumann, who will give us his report on behalf of the Board of Management. Thank you.
Werner Baumann
executiveLadies and gentlemen, dear stockholders, I, too, bid you a warm welcome to our Annual Stockholders Meeting. I'm pleased you could join us. No doubt I speak for all of us when I say the times we are living in are extremely challenging for each and every 1 of us. We're all living through the watershed era that German Chancellor Olaf Scholz spoke of in his Zeitenwende speech. Although the horrors of the pandemic are fading, the terrible war in Ukraine still continues. We are increasingly seeing geopolitical tensions, high inflation rates, increased energy costs and pressure on supply chains. On top of all that, we have the recent upheavals in the banking sector. These developments demand our undivided attention. In times such as these, we at Bayer are aware of our special responsibility, because health is our most valuable asset, because people need to be fed in a sustainable way, and because we urgently require tangible solutions to combat climate change. I'm therefore very proud of what our 100,000 employees achieve every day. That applies, in particular, to our staff in Ukraine. What they are doing there is incredible. Under the toughest conditions, they are making sure that people continue to be supplied with our essential products. I would like to take this opportunity to thank them, and naturally the whole of the Bayer team worldwide for their commitment. We, as a company, are also doing everything we can to help the people of Ukraine. We have so far donated a total of over EUR 10 million for important supplies such as antibiotics and cancer drugs. Our employees donated over EUR 1 million as part of a Red Cross aid campaign, a sum that Bayer then doubled. And the further donation from us has financed the purchase of a large mine clearing machine. Moreover, we will continue to make significant investments in Ukraine. Just recently, we announced that from 2023 onward, we will invest a total of EUR 60 million in our Ukrainian corn seed production facility in Pochuiky. All in all, we can say that even in these difficult times, we have maintained our position as a successful life science company. We now need to build on this strong foundation and set the course for future growth. With over 8 billion people living on our planet, the need is huge. The global population will continue to grow and people need better and more sustainable health care and food systems. This is the last time I will be speaking to you, and I would like to give you an overview of Bayer's current position and how we are positioned for the future. And I'll do that by focusing on the following key questions. First, how is our business doing? Second, how is the current watershed era affecting us? Third, how are we dealing with the legal risks in the United States? Fourth, how are we creating value for our stakeholders? Fifth, how are we helping to solve global problems? Sixth, how are we combating climate change? And seventh, is Bayer in the right hands with Bill Anderson? Let's start with the first question. How is our business doing? I'm delighted to report that despite everything that has been happening, 2022 was a highly successful year for Bayer. We met or exceeded all our financial targets and continue to deliver even in challenging times, a tremendous achievement by our entire workforce. The figures speak for themselves. Our currency and portfolio-adjusted sales increased by around 9% to EUR 50.7 billion. Adjusted EBITDA was up 21% at EUR 13.5 billion and core earnings per share rose by 22% to EUR 7.94. We thus ended the year in a much better position than originally expected and, in fact, achieved significant KPIs for our medium-term targets two years ahead of schedule. All divisions contributed to last year's operational success, with Crop Science performing exceptionally well. In our Agriculture business, currency and portfolio-adjusted sales rose by around 16% to EUR 25.2 billion. Our herbicides business posted the strongest growth. Clean EBITDA at Crop Science climbed by a particularly impressive 46% to EUR 6.9 billion. At pharmaceuticals, currency and portfolio adjusted sales increased by just over 1% to EUR 19.3 billion in 2022. Although our mature product portfolio is facing strong headwinds, the market launches of the new drugs, Nubeqa and Kerendia are proceeding very successfully. Clean EBITDA at Pharmaceuticals came in at EUR 5.9 billion, up around 2% year-on-year. Growth at Consumer Health exceeded expectations last year. Currency and portfolio adjusted sales rose by more than 8% to EUR 6.1 billion, with growth across all categories and all regions. Clean EBITDA at Consumer Health amounted to EUR 1.4 billion, almost 15% higher than the prior year level. Given these excellent figures, we want you, our stockholders, to share commensurately in last year's commercial success. The Board of Management and the Supervisory Board are therefore proposing at today's Annual Stockholders' Meeting, a dividend of EUR 2.40 per share, which is 20% higher than last year. As you may recall, we published our outlook for the current year in February. We are expecting sales of EUR 51 billion to EUR 52 billion based on prior year exchange rates. This would correspond to a currency and portfolio adjusted increase of 2% to 3%. In the current year, we are expecting currency adjusted EBITDA before special items to be in the range of EUR 12.5 billion to EUR 13 billion. Currency adjusted core earnings per share should come in at between EUR 7.20 and EUR 7.40. You would no doubt also very much like to know what kind of start we have made this year. Given that we will be presenting the figures for the first quarter on May 11, I'm unable to give you any details today. As already mentioned in February, however, we are expecting business to be relatively sluggish in the first half of the year compared to the very strong performance last year. Let's move on to the second question now. How is the current watershed era affecting us? The pandemic and the war in Ukraine have caused a great deal of upheaval, and we too are having to deal with that, of course. I'm referring, in particular, to the energy crisis, high inflation and supply bottlenecks. However, we have been affected far less than many other companies. Part of the reason for this is that we, as a company, have focused on life sciences over recent years. Consequently, energy issues no longer have such a big impact on us as they used to. For example, our energy costs last year amounted to no more than around 3% of the total cost of goods sold. Furthermore, energy obtained from renewable sources already covers a significant proportion of our energy needs. That too is helping us mitigate the effects of rising energy prices. All the same, like everyone else, we needed to react to potential supply risks. We have realigned our processes to reduce our reliance on natural gas. At some sites, we have cut the amount of electricity generated from gas and instead purchased electricity from external renewable energy sources. At the same time, we have reduced our energy consumption wherever possible. Energy prices are not the only prices that are rising, though. We, too, have been significantly affected by the general inflationary pressure. Over the past 2 years, for instance, we have seen the costs of some raw materials increase dramatically. In many cases, we've been able to pass on these costs to our customers through higher prices. Our broad-based approach to procurement helps in the face of strained supply chains. To avoid supply bottlenecks, we are expanding our network of suppliers and building up additional inventories in some areas. On balance, we can say that we have so far navigated this very challenging period well, thanks to a combination of farsighted risk management and, of course, proactive countermeasures. This marks an initial success in the context of the watershed, 1 that we have achieved as a team and to which our staff worldwide have contributed. The next question I would like to answer is this one. How are we dealing with the legal risks in the United States? Let me start by briefly talking about the glyphosate litigations. There have been a total of 9 trials so far, and we have won the last 6. In addition, we are resolutely pursuing our 5-point plan to manage this litigation complex as a whole. Among other things, on the U.S. residential Lawn and Garden market, we recently started transitioning from products that contain glyphosate to new formulations with different active ingredients. I would like to reiterate that this move is not due to any kind of safety concerns, as the major regulatory authorities around the world have confirmed time and again, glyphosate is safe and not carcinogenic. Our sole aim is to minimize the legal risks. We are also making progress with the U.S. litigations concerning PCB, a chemical that Monsanto stopped producing over 45 years ago. The responsible court last year approved our settlement with around 2,500 municipal government entities relating to PCB water contamination, thereby resolving the majority of pending litigations with municipal entities regarding alleged water contamination. Further, settlement agreements pertaining to PCB have also been reached with a number of U.S. states. Where first instance verdicts concerning health problems at a school have gone against us, we have launched appeals or will be doing so. In our view, we have compelling legal arguments to be at least partially indemnified for the costs of previous and future litigations and settlements. This opinion is based on the fact that Monsanto concluded far reaching liability indemnification agreements with major customers in the 1970s. We took the relevant companies to court last year. Talks aimed at exploring possible settlement agreements are also in progress. Ladies and gentlemen, product liability cases are regrettably part and parcel of everyday business life in the United States. We are systematically working our way through these litigations, and we have also taken appropriate accounting measures. That means we can focus our full attention on what Bayer is really about: science, research and innovation. Or in other words, science for a better life. That brings us to the next question. How are we creating value for our stakeholders? Before I go into detail on this, I'd like to make 1 thing very clear. I am not satisfied with the current share price. Although Bayer's stock performed comparatively well last year in a difficult stock market environment, we feel our market capitalization still lies well below the actual value of our company. We will continue to work hard to close this gap. We will do this by using the latest findings in life sciences, to keep coming up with new products that help people: better medicines, better seeds and better crop protection. In this way, we will create long-term sustainable value for farmers, patients and consumers and for our employees and stockholders. In other words, for all our stakeholders. In this context, we are benefiting from another watershed, this time in science and technology, especially when it comes to natural sciences and informational technology. New solutions to the problems of our time are emerging at the intersection of biology, chemistry and cutting-edge data science, with huge potential to create value. Organizations that make the most of these trends will benefit from fantastic long-term opportunities. And that is precisely what we're doing. We maintain a global network of research locations with over 16,000 Bayer employees. Once again, last year, we spent a record sum on research and development. After adjusting for special items, this amounted to EUR 6.2 billion compared to EUR 5.3 billion in 2021. Allow me to give you a few specific examples of areas we are working on. At Pharmaceuticals, we have further expanded our development portfolio in the areas of cell and gene therapies. It currently comprises 7 projects at various stages of clinical development, including projects relating to Pompe disease and Parkinson's, a disease of the nervous system for which there is currently no cure. We have also made good progress with developing our late-stage pharmaceutical pipeline and launching new medicines. We currently put the combined peak sales potential of the promising growth drivers in our pharmaceuticals portfolio at over EUR 12 billion. Besides our Factor XIa inhibitor asundexian, which is in the final stages of clinical development and could potentially prevent thrombosis and ischemic stroke, these also include our development candidate elinzanetant in women's health care, our cancer drug Nubeqa, and Kerendia for the treatment of heart and kidney disease. We are also continuing to advance the opportunities presented by digitization at Pharmaceuticals. With the acquisition of Blackford Analysis, we will promote the application of artificial intelligence in everyday clinical practice for the benefit of patients, while also expanding our radiology portfolio. Our Crop Science division is also driving innovation. One example is our latest corn product, VT4PRO, which was licensed in the United States last year and contains multiple modes of action to protect against pests. I will shortly be talking about further examples such as our short stature corn and our work on alternatives to nitrogen fertilizers. Consumer health also made significant strides. One example is Astepro allergy, which starts working within 30 minutes. We launched this product on the U.S. market last year as the first ever over-the-counter steroid-free antihistamine nasal spray to treat allergies. These examples demonstrate very clearly and specifically how we are leveraging our innovative products to create value for our stakeholders. At the same time, however, we are also making a valuable contribution to society as a whole. That brings us to the next question. How are we helping to solve global problems? A look at the United Nations Sustainable Development Goals underlines our company's systemic relevance. These goals define a total of 17 areas where humanity needs to make decisive progress by 2030. Bayer can make an important contribution to almost all of these sustainable development goals. That naturally includes the areas of health and nutrition, but also goals such as clean water and gender equality. Another relevant area is climate action, which I will be addressing separately later on. Sustainability targets perform an integral part of our corporate strategy. In our eyes, economic success and sustainability are 2 sides of the same coin and have equal priority. We have set ourselves ambitious sustainability targets, which we are working to achieve. In terms of our social commitment, in low and middle-income countries, we have undertaken to improve the access of 100 million smallholder farmers to agricultural products and services and also to make modern family planning available for 100 million women. In addition, we are aiming to expand access to self-care for 100 million people in underserved communities. I'm delighted that we are making further progress in all these areas. For instance, we are continuously improving access to our medicines in low and middle-income countries. The success of our efforts is also demonstrated by the fact that we made it into the top 10 companies in the renowned Access to Medicine Index for the first time last year. Another example is the expansion of our Nutrient Gap Initiative in February. This initiative aims to close the gap in access to vitamins and minerals for people in underserved communities. Having initially focused on nutritional supplements, we are now developing the initiative further to also close the nutrient gap by providing food, especially fruit, vegetables and cereals. Our commitment to more than 550 million smallholder farmers around the world also plays a key role in this context. After all, they form the backbone of food systems, particularly in many parts of the world where malnutrition is widespread. We are creating partnerships and providing high-quality products, specialist expertise and financing solutions to support these small holders and improve their market access. Water is another important issue. Indeed, the world is facing a serious water crisis with direct implications for ecosystems, food security and human health. We, therefore, presented a new water strategy at the United Nations Water Conference in New York in March that makes water an integral part of our business and investment decisions. We are also looking to influence our suppliers, and in this way, bring about industry-wide changes to address the global water crisis. Incidentally, in speaking on behalf of Bayer, I was the only representative of a company to have the privilege of addressing the United Nations General Assembly. One specific example of our activities in this area is rice, a staple food for over 3.5 billion people. The irrigation of rice fields is responsible for up to 43% of the world's water withdrawals. We are committed to improving water use per kilogram of crop by 25% by 2030, by transforming rice cropping systems for smallholder customers in the relevant regions where we operate. Our commitment to sustainability is also gaining ever greater recognition. For example, the MSCI rating agency last year acknowledged Bayer's environmental, social and governance efforts by upgrading our ESG rating from BB to A. That brings me to the next question. How are we combating climate change? Climate change is 1 of the greatest challenges of our age. Everyone needs to play their part, if we are to reduce greenhouse gas emissions and limit global warming. And that naturally includes industry. Our company has done its homework and taken up a clear position. We have initiated a comprehensive group-wide decarbonization program and are aiming to be climate-neutral by 2030. We are well on our way to achieving this goal. Last year, we once again succeeded in reducing our total greenhouse gas emissions. Allow me to provide a specific example of how we're investing in climate-friendly production. Here in Leverkusen, we're building a new cutting-edge facility to manufacture pharmaceuticals that will be used, among other things, to treat cancer and cardiovascular diseases. Last year's topping out ceremony was attended by German Chancellor, Olaf Scholz. The facility incorporates a state-of-the-art geothermal system that reduces CO2 emissions by 70% compared with conventional plants. Many people talk about protecting the climate. Here at Bayer, we are actively shaping climate protection. And that doesn't stop at our factory gates. As a leading agricultural company, we also have a particular responsibility for decarbonizing the agricultural value chain. That offers far greater potential. After all, agriculture is responsible for 25% of global greenhouse gas emissions. We, therefore, intend to enable farmers to achieve a 30% reduction in their greenhouse gas emissions per kilogram of yield by 2030. This is where the Bayer Carbon Initiative comes in. We are a leading provider of solutions and platforms that help farmers remove CO2 from the atmosphere and store it in the ground, a process known as carbon sequestration. Our initiative also opens up new sources of income for farmers by paying for carbon farming activities and providing access to global carbon markets. At the same time, we are working on technological solutions that can help decarbonize agriculture. For example, nitrogen fertilizers are currently responsible for more than 3% of greenhouse gases. We are, therefore, working on alternatives in collaboration with partners such as the biotech company Ginkgo Bioworks. Gene-edited microbes, for instance, could help crops cover their nitrogen needs themselves without requiring fertilizers. Acquiring a majority holding in CoverCress is another way in which we are aiming to reduce agriculture's climate footprint. This company has developed a cover crop, also called CoverCress, that helps farmers improve their soil's nutrient quality and carbon sequestration. The harvested crop is also a raw material for biofuel production that does not compete with food production. These are just a few examples demonstrating that our commitment means we lead the way when it comes to climate protection. And the progress we have made is widely recognized by experts. For example, the renowned CDP organization last year rated us as 1 of the leading companies in the area of climate protection for the fifth time in a row. Climate Action 100+ rates the world's biggest greenhouse gas emitters on the basis of a number of different criteria. Of 166 companies tracked by this investor-led initiative in 2022, only one met more of the assessment criteria than Bayer. In this connection, however, I would also like to address a further aspect that plays a role in the fight against climate change. Besides reducing emissions, we also need to work on mitigating the effects of climate change. We lead the way in this field, too. For instance, we are investing more than virtually any other company in developing plans that cope better with extreme climatic conditions and require fewer resources. One example is short-stature corn, which I mentioned earlier, and which already demonstrated its credentials in the fields last year. The market launch in North America is now imminent. This technology makes the corn sturdier and less likely to fall over or break. Crop failures due to extreme weather conditions such as strong winds or heavy rain can thus be significantly reduced. So now to my final question. Is Bayer in the right hands with Bill Anderson? The unequivocal answer is yes. In my opinion, Bill is the perfect choice for this role. Boasting an impressive track record as a top innovation-oriented manager and a business developer, he is also a strong leader. From my conversations with him, I know how enthusiastically he's approaching this challenge and how meticulously he's acquainting himself with all areas of the company. I enjoy our discussions about the issues we are working on. Naturally, you'll be wondering what strategic steps Bill will be taking. As I'm sure you will understand, I cannot preempt his analysis. I will simply say this much. I'm confident that together with the management team, he will identify the right steps to guide Bayer on its way to a new successful chapter. Bill, we are delighted to have you on board. You are the right person for the job, and you have a great team. Together, you and your team will take the company forward in the interests of our stockholders, who are assembled here virtually today, and in the interests of all our stakeholders. Ladies and gentlemen, dear stockholders, after 7 years in charge of Bayer, my term of office will come to an end in around 4 weeks' time. I have been at this wonderful company for a total of 35 years. Bayer has always been more than just an employer to me. Bayer is very close to my heart and has given me the opportunity to work with a great many fascinating people all over the world. The researchers from whom I have been fortunate enough to learn so much. And the customers I have been able to visit to see the added value our products bring. Over the years, we have made a great deal of progress and celebrated a great many successes together. There have, of course, also been some disappointments and some things that didn't turn out as we hoped. For me, at any rate, it has always been a pleasure and also an honor to be a part of the Bayer team and to work together on a vision that could hardly be greater or more inspiring: Health for all, hunger for none. We have successfully completed the integration of Monsanto and are now a leading company in the growing agricultural sector. At the same time, we have continued to focus on our core business by selling animal health and environmental science professional. For example, we have significantly increased our research and development investments and continuously enhanced our technological capabilities in part through numerous bolt-on acquisitions, cooperation agreements and holdings. Since 2016, we have invested a total of over EUR 35 billion in research and development. On top of that, our Leaps at (sic) [ by ] Bayer impact investment arm has invested more than USD 1.7 billion in over 55 companies since 2015. We have strengthened our pharmaceuticals business, in particular, with acquisitions totaling several billion euros, including the creation of a cell and gene therapy platform. These investments are giving us access to groundbreaking disruptive technologies and enabling us to work with some exceptional scientists. We have also taken our commitment to sustainability to a whole new level by making it a key pillar of our strategy. We are making good progress with our ambitious sustainability targets relating to climate protection and the environment, as well as social aspects. Bayer is a company with systemic relevance in these areas. We cannot be satisfied with the way our share price has developed. However, I still firmly believe that Bayer currently has very strong and robust foundations. Strategically, Bayer is a very well-positioned life science company, with business activities that lead the way and are growing worldwide, immense power to innovate, and innovative products and technologies, with highly motivated and creative minds who have a lot of good ideas and with an excellent leadership team. Bayer thus has excellent prospects for the future. And I am very certain that this outstanding company still has its best years ahead of it. And with that, I'd like to say thank you for your attention.
Norbert Winkeljohann
executiveLadies and gentlemen, Werner Baumann has given you an extensive overview of the fiscal 2022 and the company's prospects. Mr. Baumann, thank you for your detailed and compelling remarks. Stockholders, ladies and gentlemen, I would now like to deliver the report of the Supervisory Board, which is part of Agenda item 1 of today's annual stockholders' meeting. You will find the report of the Supervisory Board on pages 13 to 22 of the annual report. Before I address the focal points of the work of the Supervisory Board, I would like to highlight some individual aspects that had a special impact on the Board's work last year. Firstly, the Supervisory Board and particularly the Human Resources and Compensation Committee, dealt very intensively with the CEO's succession planning in the second half of 2022 and the first few weeks of this year. Secondly, the Supervisory Board and the Human Resources and Compensation Committee scrutinized the Board of Management's compensation and how it's reported on. I will address both aspects in detail in a moment. Finally, the work of the Supervisory Board was also shaped by several personnel changes. 6 employee representatives, some of whom were long-serving members, have stepped down from the Supervisory Board since last year's Annual Stockholders' Meeting. There was also 1 personnel change among the stockholder representatives. To ensure the necessary degree of continuity in the work of the Supervisory Board, and notwithstanding these changes, the Supervisory Board has proposed to today's Annual Stockholders' Meeting, the reelection of 2 currently serving Supervisory Board members. I will talk about these proposals in more detail later on. In terms of topics, the work of the Supervisory Board focused on -- last year on the themes I highlighted at the 2022 Annual Stockholders' Meeting. These focal points were firstly, helping the Board of Management increase the company's value. Secondly, overseeing the work of the Board of Management's efforts to continue Bayer's transformation into an integrated life science company. Thirdly, further intensive oversight of the glyphosate litigations. Fourth, reviewing the Board of Management's compensation system, while also taking into account investors' criticism and suggestions regarding the compensation report. Five, strengthening the Supervisory Board's digital expertise to intensively oversee the company's further digitalization. Two additional topics resulted from current developments. The intensive focus on the effects of the war in the Ukraine that it's having on the employees and on business activities in Ukraine and Russia. And last but not least, the decision on CEO succession. I would like to talk about some of these points in more detail shortly. Ladies and gentlemen, the Supervisory Board convened for 13 meetings last year. This large number was due partly to exceptional developments. To some extent, however, it was also attributable to the fact that it was only possible to hold some of the meetings in virtual form. Due to the pandemic situation at the time, some virtual meetings were then divided into 2 half-day sessions due to the different time zones in which the Supervisory Board of members live. In between the meetings of the Supervisory Board, I was in regular and close contact with the CEO, Werner Baumann as well as with other members of the Board of Management and further company executives. Let us now take a look at the focal points I just mentioned. The Supervisory Board dealt with Bayer's continued transformation into an integrated life science company, including in connection with several corporate transactions. These included the sale of the Crop Science Division's Environmental Science Professional business and the divestment of Nebido, a replacement therapy with long-acting injectable testosterone. The Supervisory Board also approved the purchase of Natsana, a leading supplier of high-quality nutritional supplements. In addition, the Supervisory Board approved the acquisition of a majority interest in CoverCress, an agricultural technology company that has developed a novel winter oilseed crop, and the option to fully acquire that company at a later date. With these transactions, Bayer continues to consistently implement its life science strategy by making targeted portfolio adjustments. The Supervisory Board and several of its committees were also intensively involved in the glyphosate litigations as well as other major litigations, particularly PCBs, in 2022. As you know, after detailed deliberations in several meetings, the Supervisory Board approved a 5-point plan in 2021, with which Bayer aims to resolve the glyphosate issue. The Supervisory Board continued to receive detailed reports on the implementation of this plan in 2022. The Supervisory Board also received in-depth reports on the PCB litigations on numerous occasions, and approved settlement within the U.S. State of Oregon. The Supervisory Board discussed the assessment of the status and development of the litigations, together with its independent legal adviser, John H. Beisner. The discussion focused on the results of a legal review of the appropriateness of the due diligence carried out prior to the Monsanto acquisition in connection with the legal risks pertaining to PCBs. This legal review came to the conclusion that the due diligence was appropriate and the Board of Management had upheld its duty of care in every respect. We are convinced that our 5-point plan presents a clear path for resolving the glyphosate litigations in the United States. This confidence is backed up by 6 consecutive trial victories. We have also confirmed the appropriateness of the company's defensive strategy as regards to PCB litigations. I would now like to move on to our review of the Board of management compensation system, which we conducted while taking into account investor criticism and suggestions concerning the compensation report. The compensation system for the Board of Management is aligned to buy as a long-term development. It is closely based on our strategy and the attainment of our targets and directly links management compensation with the company's success. At the 2020 Annual Stockholders Meeting, 94% of the stockholders approved the new compensation system for the Board of Management. The 2021 compensation report based on this compensation system was endorsed by only 24% of our investors at the 2022 Annual Stockholders' Meeting. The Supervisory Board then took action in response. During extensive discussions with our stockholders, it became evident that the criticism was mainly directed at the compensation reporting and the implementation of the existing compensation system and not at the compensation system itself. In the discussions, various investors pointed out that in view of the upcoming change in CEO adjustments to our compensation system as a whole, such as the selection of key indicators and the design of the payout curve should be presented to the 2024 Annual Stockholders Meeting for a vote as scheduled. We therefore decided not to immediately revise the compensation system last year and instead plan to do so now in preparation for the 2024 Annual Stockholders' Meeting. During this process, we will hold further discussions with our investors to obtain feedback for the future compensation system. In response to the disappointing voting results for the 2021 compensation report, we accepted numerous suggestions to further improve our compensation practices and the transparency. In 2022, the Supervisory Board reduced the individual performance factor for the Chairman of the Board of Management by 14 percentage points to 95% of the target due to the feedback from stockholders. In addition, we adjusted our compensation timeframes and targets to ensure that they correspond with the targets and timeframe specified and communicated in our capital market forecast. We also provided greater transparency around how ambitious our targets are and what factors they take into account. We define and disclose the framework for KPI adjustments. Furthermore, we additionally transferred responsibility for compensation to our Human Resources Committee, which is now called the Human Resources and Compensation Committee and expanded it by 2 additional members. The new members are the Vice [ Chairwoman ] of the Supervisory Board and the Chairman of the Audit Committee. Furthermore, we strengthened interaction between the Human Resources and Compensation Committee and other committees, such as the Audit Committee and the ESG Committee. The results of the short-term variable compensation STI for the 2022 fiscal year reflect the good performance of Crop Science and Consumer Health, while the environment was more challenging for the Pharmaceuticals division. Overall, core earnings per share significantly exceeded the target last year. Free cash flow was in line with the forecast, but did not meet the stretched target that had been set beforehand. These developments negatively impacted the measurement of the short-term incentive. While the individual performance of our Board of Management members was good with respect to our most important targets, the Supervisory Board, as already mentioned, reduced the CEO's individual STI performance factor by 14 percentage points in response to the feedback we received in our discussions with stockholders. Ultimately, this met the CEO attained an STI of 117%, and the Board of Management and average STI of 129.5% representing a considerable decline compared with the average of 175.5% in 2021. Ladies and gentlemen, Bayer's stock performed well in 2022 in both relative and absolute terms. However, due to the below-average performance overall, over the 3-year performance period for our long-term variable bonus, long-term incentive, the payment was only 62% of the originally allocated figure, up from 32% in 2021, but nonetheless below target. Altogether with the STI payout, the average direct compensation awarded to the Board of Management in 2022 amounted to 87% of target direct compensation compared with 92% in 2021. As you can see, ladies and gentlemen, the compensation system adopted by the Annual Stockholders' Meeting is heavily dependent on performance, short-term developments and to an even greater extent on long-term developments are accounted for in the system and in our opinion, thus reflect the interest of our stockholders very well. Nonetheless, we will thoroughly review the compensation system, as mentioned by next year's Annual Stockholders' Meeting. This includes the question of accounting for extraordinary effects, such as special charges due to litigations when calculating compensation. I would now like to talk about CEO succession. As Werner Baumann's contract as Chairman of the Board of Management was set to end in 2024, the Supervisory Board and especially its Human Resources and Compensation Committee dealt intensively with succession planning from the middle of last year, and conducted a comprehensive selection process. In February 2023, the Supervisory Board unanimously appointed Bill Anderson, whom I introduced to you already at the beginning of the Annual Stockholders' Meeting as CEO and Chairman of the Board of Management of Bayer effective June 1, 2023. Bill Anderson has already been a member of the company's Board of Management since April 1, 2023. He was unanimously elected by all members of the Supervisory Board. Bill Anderson and Werner Baumann already began their trustful collaboration some weeks ago to ensure a smooth transition. Bill Anderson has held various leadership positions in life science companies over the past 25 years. Most recently, he served as the CEO of Roche's Pharmaceuticals division where he successfully oversaw a comprehensive transformation program that led to numerous successful product launches, significant revenue growth and greater productivity across the entire organization. We are pleased to welcome Bill Anderson to our company and will support him in realizing Bayer's full potential and creating sustainable value for our stockholders, farmers, patients, consumers, employees and all of the company's stakeholders. Ladies and gentlemen, the Audit Committee and the Supervisory Board extensively discussed and examined the annual financial statements of Bayer AG, the consolidated financial statements for the group, the combined management report and the audit report by the external auditor for fiscal 2022. There were no objections and we, therefore, concurred with the result of the external audit. We have an agreement with the combined management report and in particular, with the assessment of the future development of the enterprise. The same applies to the proposed dividend. The Supervisory Board has ascended to the proposal of the Board of Management for the use of distributable profit, which provides for a payment of a dividend of EUR 2.40 per share. Ladies and gentlemen, your company Bayer AG, as explained by Mr. Baumann, presented very encouraging business data for 2022 and also made substantial progress in other areas, major areas, in fact, such as the development of new products. On behalf of the Supervisory Board, and I am sure on your behalf as well, I would like to thank the members of the Board of Management and the entire workforce for their hard work. I would also like to explicitly express my gratitude for their tremendous dedication in the face of challenging conditions brought on by the COVID-19 pandemic and the ongoing war between Russia and Ukraine. Ladies and gentlemen, that concludes the report of the Supervisory Board. I would now like to look at the work of the Supervisory Board. We have a very balanced composition and a large diversity, wealth of special capabilities and skills. 40% of women, it's very international in character, 60% the people represented are not German. All of the shareholders representatives have lots of experience in different areas and this diverse and also very balanced mix of experience and composition it needs to be maintained. My term of office ends with today's Annual Shareholders Meeting. The Supervisory Board has therefore asked me to stand for another term of office as a member and Chairman of the Supervisory Board and has accordingly proposed me to be reelected to the Supervisory Board. Furthermore today's annual shareholders' meeting also marks the end of Kimberly Mathisen's appointment to the Supervisory Board in September 2022. To ensure that Kimberly Mathisen can continue to contribute her extensive experience to the work of the Supervisory Board for the benefit of the company, the supervisory Board proposes to you today the election of Kimberly Mathisen to the Supervisory Board. The Kimberly Mathisen, I would also refer you to the updated curriculum vitae on the website for the Annual General Meeting. As you can see from this curriculum vitae, Kimberly Mathisen has taken on another mandate since the convening of this ASM, namely as a member of the Board of [ Aker Horizons ]. This company belongs to the same group as the other 2 companies where Kimberly Mathisen is a Board member. The Supervisory Board is satisfied that Kimberly Mathisen is able to devote the expected amount of time to her work on the Supervisory Board despite taking on this additional mandates. In addition, I also refer to my curriculum vitae as made available together with the notice of the meeting. Kimberly Mathisen is not going to be able to be in [indiscernible] today, but she has sent us a short video to try and tell you, our shareholders a little bit about herself. And we will now show you this video.
Kimberly Mathisen
executiveHello, shareholders of Bayer and greetings from Oslo, Norway. My name is Kimberly Mathisen, and it's a pleasure for me to introduce myself to you today. I was appointed to the Supervisory Board of Bayer in September '22. And I would be honored to be given the mandate from shareholders to serve on the Supervisory Board for the full term ahead. This period will no doubt be filled with challenges and opportunities, and I'm excited to serve on this Board precisely because I believe this company has the footprint and the innovative capability to make a profoundly positive difference for humanity going forward. I'm a CEO and Board member with more than 25 years of experience leading organizations to find new sources of energy and growth and more innovative and sustainable business models. In January of '22, I became the CEO of Hub Ocean, a nonprofit foundation utilizing data and advanced technologies to change the fate of the ocean. Before that, I was the General Manager of Microsoft in Norway during 5 years of intensive digital transformation of the company itself and the major parts of the public and private sector, while at the same time, serving as Vice Chair of the Board of Global Fertilizer Company, Yana. Previous to that, I spent nearly 20 years, leading countries and regions worldwide for Eli Lilly, including running Lilly's German operations based in Bad Homburg and the global diabetes business for Lilly and Boehringer Ingelheim's partnership. I started my career running production facilities in Procter & Gamble in the U.S., where I grew up. I have a Bachelor of Science and Engineering and an MBA from Harvard Business School. With this background spanning broad global placements and experience across pharma, consumer goods and Crop Sciences with most of the last decade focused on digitalization and sustainability. I believe I'm in a strong position to contribute to Bayer's journey. I would be humbled to serve on the Supervisory Board and contribute to the delivery of outstanding results and impact in the years ahead. Thank you.
Unknown Executive
executiveThank you very much, Kimberly Mathisen. Ladies and gentlemen, I would now like to say a few words about my candidacy as well. I've been a member of the Supervisory Board since 2018 and was appointed Chairman of the Supervisory Board in the year 2020. Since then, I have taken various measures to assist the Board of management and achieving Bayer's long-term goals and overcoming challenges. In addition to this, to strengthen confidence in the Board's supervisory function. These measures have included significant changes in the composition of the Supervisory Board and the Board of Management including succession to the position of Chairman of the Board of Management and improving Bayer's dialogue with its shareholders. As part of a special roadshow on the topic of board and management compensation following last year's annual stockholders' meeting, and then as part of the established corporate governance roadshow, I spoke with investors representing more than 40% of our share capital. Shareholders, ladies and gentlemen, this brings me to the end of my remarks. I would like to -- say a big thank you to Werner Baumann, most sincerely for his service to Bayer. 35 years of service to Bayer, 13 of which have been on the Board of Management and the 7 of which have been as Chairman of the Board of Management. Mr. Baumann, adjuring your time as a Chairman of the Board of Management, you have made a decisive contribution to the development of Bayer in many respects. This applies to our portfolio for 1 thing. And let me put this in simple terms. With a focus on health and nutrition, Bayer excellently positioned especially in volatile times like these ones at the moment. Bayer stands for essential products that are always needed under a top priority for people and society. Today, Bayer is a leading life science company with outstanding innovative capabilities in the fields of health and nutrition. The company is very well-positioned in a highly attractive growth market and is a recent successful operational performance serves as clear evidence that Bayer is on an extremely strong foundation. Under your leadership, Mr. Baumann, Bayer has focused more strongly than ever on sustainability. The sustainability strategy has become an integral part of the business strategy of the group and the divisions. This has put Bayer at the forefront of the development. You will just also very convincingly explained what Bayer is contributing to solving the problem -- global problems and combating climate change. And also due to the high priority attached to sustainability at Bayer, you have been and continue to be a sought-after contact in society business and politics. A highlight in this context was undoubtedly our speech at the UN water conference in the whole of the UN General Assembly just a few weeks ago. You've always acted with a great sense of duty and also in awareness of your responsibility for a company that looks back on 160 years of history. This also applies to the concerns of Bayer's employees who constitute the foundation of the company's success. Mr. Baumann under your leadership, Bayer's vision, Health for All, Hunger for None has been developed. What an excellent goal for the 100,000 employees here to work towards. And when I look at the opportunities that we have at Bayer, I can see that we can all look to the future with great optimism. On behalf of the Supervisory Board, too, I would like to say thank you, most sincerely, for everything you have done for Bayer and also at a personal level, for the excellent cooperation we have enjoyed over the past few years. I have always fully appreciated our discussions in the open exchange we've had with 1 another and which not only that I get to know you, but [indiscernible] came to value as a leader and also as a person. Mr. Baumann thank you very much, and we sincerely wish you all the very best for your future. And most importantly, the best of health. Thank you very much. Ladies and gentlemen, I would like to close with a summary of what the work of the Supervisory Board at Bayer AG will focus on in the coming 12 months. The Supervisory Board will focus particularly on the following 6 priority areas. Firstly, a successful CEO succession process. Secondly, embarking on a new era in Bayer's history. Three, increasing the company's value. Fourthly, boosting efficiency within the company by expanding digital expertise and utilizing artificial intelligence. Fifthly, advancing solutions to litigations at Bayer; and number six, revising the compensation system for the Board of Management. On that point, we will hold intensive discussions with investors without wishing to preempt the outcome of those talks, the selection of appropriate KPIs for the short-term incentive will likely be an important aspect as well the question of how to account for extraordinary developments. Furthermore, it is already clear that a revised compensation system will no longer encompass define benefit commitments for pension entitlements that up until 2016 had always been awarded in legacy cases. Stockholders, I am firmly convinced that these 6 priorities are key elements of our targeted efforts to support Bayer's further transformation. The Supervisory Board and I personally will closely oversee in the company then. We look forward to our continued dialogue with you. Thank you.
Norbert Winkeljohann
executiveLadies and gentlemen, now I would like to hand over to [indiscernible] who will take this opportunity to make a brief statement.
Unknown Executive
executiveThank you very much, Mr. Winkeljohann. Dear shareholders, I am pleased to be able to say a few words to you today in my capacity as Chair of the Central Works Council and Deputy Chair of the Supervisory Board. First of all, it's very important to me to thank you, Mr. Baumann, on behalf of the workforce for the good trustworthy cooperation over all these years. Both of us have been with Bayer for more than 30 years. This was a time where our company changed fundamentally because Bayer had a much broader setup in the past, and now we are focused with 3 very strong divisions, and they benefit from 1 another under the umbrella of the Bayer brand. We, the employee representatives and the entire workforce have supported these changes over the years and have not always been easy. Sometimes we have to suffer the changes, but we have done our best we could to help design and support them. We had a clear focus on Bayer. Bayer was to remain Bayer, a strong company with science as part of its DNA and also a focus on the well-being of humanity. We have our roots in Germany, but we're present around the world. That's what we stand for at Bayer, and that's what our workforce stands for. Health and nutrition are very important. We experience that every day. The pandemic and the terrible war in Ukraine have made us aware of this even more to know how important these existential basic needs are for each and every one of us. This is also shown by the long-term system relevant company. We need companies of a large size with global appeal at home here in Germany. Of course, Mr. Baumann, in the past few years, we've not always been of 1 opinion. We often had difficult discussions on content and details, especially when it was a question of our austerity programs and job cuts. But at the end of the day, we came up with solutions and compromise -- compromises. And that's what we're accustomed to at Bayer. Bayer like, fair, safe and with future perspectives. These values are the basis for cooperation between management and the works councils. The fact that a future in Germany is possible is something that we see in our future concept, which we drew up together. This brings the Germany as an industrial side, even more in our focus and sees to it that we will have future safe jobs here at our German sites. Only in this way can we be an attractive employer and attract the best people. And only in this way, can people in our company remain at our sites here in Germany. We may what Bayer has always been some home to us. I'd like to wish you, Mr. Baumann all the very best. Keep Bayer close to your heart and above all, stay healthy. Bill Anderson will soon be the successor to the CEO at Bayer. I am convinced that our company is in good hands. Mr. Anderson, welcome to Bayer. We've already had a number of discussions with 1 another. And from our discussions I have learned that what's important to you is the development of our workforce and good workplaces are very important to you. So we can work on that together. You are only the second CEO who has come from the outside. So we're looking forward to new ideas, which will help to promote, Bayer as a company even more. I'm convinced that we would be able to continue trustworthy and constructive work that has been carried out in the past. And let me conclude by saying, let's shape Bayer's future together. Bayer is a wonderful company, and we all want to make a contribution to keeping it that way. Thank you very much.
Norbert Winkeljohann
executiveLadies and gentlemen, before we now begin the debate on today's items on the agenda, I would like to give you some organizational information. It does not appear expedient to divide up the speeches on the individual items on the agenda. And therefore, the discussion on all of the items on the agenda will be made at the same time and I therefore ask speakers not to separate any statements on different items on the agenda, but to present everything together. And please note that only statements relating to the agenda of today's AGM are permitted. As you know, according to the German Corporate Governance Code, an Annual General Meeting should be completed within a period of 4 to 6 hours at the latest. This has not been possible in recent AGMs and especially in recent face-to-face AGMs with live speeches. And nevertheless, I will today endeavor to ensure that the AGM proceeds swiftly. Ladies and gentlemen, I have already received a number of requests to speak. And therefore, I would like to urge those who wish to speak to be brief in their remarks and limit their remarks to 10 minutes. In view of the request to speak that I've already received, I reserve the right to formally limit the time allowed for statements and questions in the further course of the AGM. Board of Management will be answering your questions now and questions for the Supervisory Board will be answered by me as is usual. For formal reasons, I would like to point out that my answers, too, as those coming from the Board of Management would be -- should be seen as those coming from the Board of Management after we end the Q&A session. We will move on to a vote of the items on the agenda and on the proposed resolutions. And I'd like to point out once again that you can exercise your right to vote via the portal or you can also change there any votes that you've cast until the voting is ended I will announce the end of the vote. But in your own interest, I would request that you not wait until very last second to cast your vote. Ladies and gentlemen, I would now like to ask the first speaker to speak, that's Marc Tungler from Deutsche Schutz for the [indiscernible] visits EV. Mr. Tungler, the floor is yours.
Marc Tungler
attendeeYes. Thank you, Winkeljohann. I hope you can hear and see me. My name is Marc Tungler. I am the Managing Director of DSW. And as has been the case in years past I'm going to be taking the floor to make a statement. Thank you for giving me the first opportunity to speak. Mr. Baumann, we are going to be -- we shareholders are going to be saying goodbye to you. And some of you, as you know, Mr. Baumann, well, they did not always have an easy time with you in years past, and I think it would be unfair to just reduce your activity to the last 7 years. We've just heard it, you worked for Bayer actively for 35 years. So you have earned our respect for dedicating your entire working life to Bayer. And on that note, we would like to thank you for this. Even though Monsanto is the elephant in the room. And today, I'm sure we're going to be hearing about that today. But I would still like to say thank you for what you've done for the group. I hope that all of us and you, Mr. Baumann, I hope that the voice stream effect occurs, Deutsche Telekom is growing in the U.S. when 25 years ago, [indiscernible] bought the company in the U.S., nobody would have thought it. And now it is the engine of growth for Deutsche Telekom AG. That's where the actual growth is occurring. I hope the same occurs with you and the company, Mr. Baumann I hope we can look back Monsanto doesn't exist anymore, but at least you will be able to look back on Crop Science and say that's the engine of growth. And I hope it's not going to take as long as it did back then with Deutsche Telekom and their acquisition. I wish that to you and us. And I would have liked Mr. Baumann to meet you personally not just seeing and meeting you here in this virtual space, I wish that we could have had the opportunity to come to peace with you and you with us, but we have to do it this way now. And maybe there will be a different opportunity somehow. But in this virtual space, I'm not going to start reiterating the comp arguments pro and contra. I think it is a good idea for Bayer AG to have a face-to-face meeting and once a year at least to meet their shareholders. I have a question for you, Mr. Baumann too, because, of course, I don't want to let you go without asking you a question, you're giving us an answer. Mr. Baumann, one final point. Where would we be? Particularly with regard to Monsanto and the takeover, if things had happened as you planned and as you thought they would happen. And what's different now? So I think we can say, okay, let's draw our line here and say that's going to be the end of it. But please tell us now what was originally planned. And what is different seen through your eyes from your point of view? I think it would be very interesting for us if you were able to tell us that so that we understand things. Maybe it's not much of a difference, but that's your job to explain that to us today. Then Bill Anderson. I would like to say welcome to -- a warm welcome to you from us shareholders. We would have liked to see you in living color today. We do see you in color, but not in living color that's not live, but welcome. We're looking forward to working with you. We wish you much success. Good fortune is always important, too. And ladies and gentlemen, Bill Anderson, I'd like to say we ought to give you the time you need in order to find the right path for Bayer. I know we shareholders are not patient and some people at Bayer are particularly inpatient and they have major demand as to what has to be spun off or whatnot. I'd like to say to you, and I'd like to say to shareholders, please take the time you need do a sound, robust job, you're going to need the job if you're going to feel the pressure. I think it wouldn't do the right time now to make demands of you because we want a strong CEO, we want to have you as a strong CEO in the future. So please take your time -- take the time you need. And I'd like to say that spinning off parts of the company, well, that's not the way for us, DSW to go. Because added value has to be generated. It can be done within the group or on the outside. And that's your job now, Mr. Anderson with your team on the Board of Management and the whole group that is to find the way that can create the most value. You need time for that, then you'll be given time for that. And so I hope that many other shareholders will be patient in the next few weeks, maybe even months. But I think we're going to be talking about weeks here instead. Now let's talk about the forecast for '23. That's quite cautious as far as we've seen. I'd like to know in 2023, will it be possible to compensate for the cost from inflation, HR and product costs and so on. Will we be able to pass those on to customers. We did in '22, where we succeed in '23 too? That's an important question, I think. And in particular, what impact do you see? Will the prices for corn, soybeans and so on. Have -- they've changed, they've gone down. What will that impact be? Now then locational factor will you be going to the U.S. because of the inflation reduction act. It's hard to believe, but we are hearing a lot of companies that are heading towards the U.S. It looks like Bayer might be 1 of the ones going to go to China. But what is the situation at Bayer? What about our plans here? What future do our sites you have in your portfolio? Maybe you could tell us 2, 3 things about that. And then moving from Germany to the U.S., what is the current status and the further roadmap for the litigations? Anything changed there? Maybe you could tell us the current status and -- has there been growth in the demand and claims? Tell us about the volume. We've read -- heard from the annual report that you've taken care of a number of things, but some things have been added. And then with regard to PCB, you're able to make it out-of-court settlement 2, I believe, even a lot of money left the company there, too, this year. Now is that the end of it? Is the PCB issue over? Or is there something else that's going to surprise us? You should tell us that, too? And then the research pipeline. This is, of course, an important subject. What's crucial is the research pipeline at pharma. So it's a perfect fit, Bill Anderson, to have you coming from pharmaceutical field, we shareholders are expecting a lot from you. You don't have to say anything about that. Today, I don't have any questions about it. But for the Board of Management as a whole, what do you think your research pipeline looks like. Now last year, we said there will be a 1-year gap between your blockbuster history and then looking to the future, so would you stay with that statement? Or has that gap close now? Then same for Crop Science product cycle, where are we there? Are we on a downturn or an upswing. Maybe you could give us the status there, too, because it's important for us to get the feel for Crop Science and for Monsanto see where we're going forward. And maybe the voice stream effect that I mentioned initially, maybe we can see if that's happening. Then consumer health. Well, a lot of people I think that we might have a panacea in splitting something off. There things that, that could add value. Maybe you could destroy value because you wouldn't have the income in the future, but what about consumer health, and I'd like to say hello to the colleague today, who's ill. So what value do you think that division has? Now, a lot of the -- is being said about that in public, what you think is the value and the potential of consumer health. I'd like to ask you to make a statement on that question. And then finally, and that's the last question, ladies and gentlemen. Professor Winkeljohann, you too have been mentioned in the press in the past few weeks, and a number of times in some people here, some shareholders who are going to be talking today too have said that you should not be reelected because you're overburdened and you don't have enough time for Bayer AG and the major task it faces. Ladies and gentlemen, I would like to say DSW will support you in your reelection Professor Winkeljohann because the things that you have kicked off and searching for and finding Bill Anderson as the new CEO, you've proved, I think that you're the right person for the job that you're doing. Nevertheless, I'd like to ask a question here to make this an objective discussion. I'd like to know 1 thing. The 1 thing is the job that you have. And the time is the amount of -- second is the amount of time you have for the job? Explain to us Mr. Winkeljohann, how much time of the days that you've got, do you spend for Bayer, for Deutsche Bank and for the other positions you have. I think the value that you have for Bayer show is expressed in the amount of time you dedicate to Bayer. I'd like to have some information on that. That was it, ladies and gentlemen. Thank you for your attention. And finally, Mr. Baumann, I wish you much success, all the best on the path you're going to embark on now your future going forward. And of course, there is so much health obviously. And then Mr. Winkeljohann, just made a bit of a mistake. And I think it was a very charming way to say. He said he call you Mr. Bayer. Ladies and gentlemen, that was it for me. And I hope that in the years to come, we will be again meeting at a face-to-face meeting.
Unknown Executive
executiveThank you, Mr. Tungler, in particular, for sticking to the 10 minutes allotted to you. Thank you for supporting my candidacy and for your supporting statements on Bill Anderson. We will make a list of all the questions and then answer them later on altogether. Now I'd like to move on to the next speaker. And I would ask you to tell us your name and tell us who you're talking for who you're speaking for and the next speaker will be Ingo Speich from DK Investment GMBH. And after that, we will hear from Mr. Krieger from [indiscernible] and then we have Janne Werning Union Investment. Mr. Speich, you have the floor.
Ingo Speich
shareholderLadies and gentlemen, we cannot just say keep on doing what's been done. The value of the Bayer share is terrible. It's just a shadow of its former self too much capital and trust has been destroyed since the takeover of Monsanto with a fundamental change of strategy. Well, that's the only way to regain trust. In 2022, Bayer is still very undervalued. And this has been more than trying for our patients. Mr. Baumann, you were convinced that you were doing the right thing. And therefore, when you purchased Monsanto, you had to fight against the skepticism of the capital market back then this showed that you had a very different idea about the acquisition that we did. You were responsible for hanging the millstone of Monsanto around your neck and you did not listen to us and the share still has not recovered from that finally that were -- there was a lack of the necessary trust. I wanted to start by saying that we're going to ratify your actions because the operational results from 2022 are acceptable, but this is not a decision that was easier for us. The performance of a CEO today should not be assessed just on the basis of the day he leaves. It should be seen over time. We hope and wish that this success will ultimately come. Unfortunately, we have to say critically that during your term as CEO the shareholders lost trust, the shares does not look good in absolute terms and also by comparison. Mr. Anderson, please lead the company on a different path and lead us back to growth, increase in price -- share price. You are set to be a guarantor of innovation, make sure that the pharma pipeline continues to improve, make sure that the expiring patents are compensated for by new products, focus more and add discipline to the pharmaceuticals and end litigation, improve the communication with the capital market, listen to our proposals, they may you say yourself, the takeovers and structural changes are not your core assets, optimizing pharmaceutical pipelines might not be enough. In any case, there will be a question later on about the structure of the group the Supervisory Board completely support you. So please take advantage of that trust to convince everyone in the capital market with that tailwind, the extent to which you're convinced this will have to be seen the 30% lower value than fair value is -- expresses the loss of trust from the capital market. So please reestablish lost trust otherwise even deeper reforms will be demanded. The ideas from the shareholders about the structure of the company very widely. Some say moderate change, some say spin off bread and butter business, consumer health, some even say split up the entire group. Finding the right way for the Bayer to go is your responsibility. We're not saying what you should do, but before you decide, we would like to give you some advice. Also ask your owners at the AGM, there should be an item on the agenda on this, ask what they want. This would then establish the route to go and the Board of Management Supervisory Board would be supported by shareholder representatives. These discussions would be over and management could focus on implementation of this Bayer with the Pharmaceuticals division is on the right path. We greet and welcome the acquisitions here, and we're looking forward to the pipeline drugs. Nevertheless, this business is actually a marathon. It's not a sprint. This applies to acquisitions. There's a lot of litigation. And in addition to that, that means you have a lot -- a lack of capital. You -- how are you going to replace pharmaceuticals with your pipeline, pharmaceuticals, are they going to be sufficient to replace the loss of income and a company such as Bayer, how can you keep up with the big players? Do you think there's a major need for restructuring? You're moving forward with your glyphosate litigation, but Monsanto still hasn't added the value you wanted. You hedge your digitization strategy. You brought these 2 different areas together. That's right. What about synergy between agricultural and pharma. In agriculture, particularly, your valuation is much higher and wouldn't increase value to have a separate subsidiary and view on Global Compact -- well, the company is making headway there. Numerous institutional investors have been convinced to invest in the company, how serious are you about sustainability -- tell us about your sustainability strategy at the next AGM and put it up for election. For instance, the climate would be the point. Ladies and gentlemen, now let's move on to voting. We're going to vote against Item 4.1, your election, Mr. Winkeljohann to the Supervisory Board. Mr. Winkeljohann, the Board Chairman at Bayer takes a lot of time in addition to that, you are [indiscernible] and you have more to do there now. And it is that you've got 3 other jobs. Some boards, you're actually Chairman of -- and that's much too much. Last year, there were problems with the compensation report we voted against it. We do see that Mr. Baumann's compensation was reduced, but we don't think there's a sufficient improvement. And therefore, once again, we're going to vote against compensation point. That means a compensation report against Item 5. And we're going to vote against the Articles of Association change. We think it's too long if we go beyond 1 year. Our preference is a hybrid AGM, where shareholders can decide for themselves whether they want to have the virtual format or participate on site, ultimately, shareholders are not just some stakeholder group. They are the owners and the most important group, and this should be reflected in the format for the AGM and we're going to vote with management for all other items. We wish the Board of Management and Supervisory Board much success in handling the tasks at hand.
Unknown Executive
executiveMr. Speich, thank you very much for those statements and for your questions. Next, we're going to hear from Hendrik Schmidt from DWS Investment. I missed him when I was talking about the list. And I would like to then say to Mr. Krieger and Mr. Werning, could you be ready after that? Mr. Schmidt, you have the floor.
Hendrik Schmidt
attendeeThank you, Mr. Baumann. Professor Winkeljohann, ladies and gentlemen, members of the Supervisory Board members of the Board of Management and above all shareholders. I'm Hendrik Schmidt and I represent DWS Investment GmbH, 1 of the biggest funds in which we hold the shares of our customers in this company. Today's ASM gives us stockholders since 2019, the first opportunity to have [ tetatet ] with management at least in virtual form. And therefore, we welcome the fact that we have been afforded the opportunity to engage in debate as a long-term investor, we believe that this type of exchange is essential in order for us to do our work as long-term-oriented fiduciaries. However, let me start by saying this. I'd like to express my sincere gratitude to all of the employees and the members of the Supervisory Board and the Board of Management for their commitment and success to our company and your company Bayer, and I ask you to pass on these congratulations. Last fiscal year, despite geopolitical risks and escalations due to the war in Ukraine, achieved a record result with an increase of 8.7% in sales. EBITDA rose by 20% before special items and adjusted EBIT per share rose by 22% to EUR 7.49. Net indebtedness dropped to EUR 1.3 billion, and that should also be considered progress. However, having said that, please let us know the pace at which the reduction in debt can continue and what target figure you have set for net debt at EUR 2.40, you're offering us shareholders for the first time since 2017, an increased dividend. The payout ratio, however, is dropping and it's just above 30% now. Therefore, at the lower end of the distribution range that you have envisaged an appropriate and attractive participation of the stockholders in the company's success should, from our point of view, be more ambitious. Please give us some more information on the dividend policy that you're pursuing. And let us know, we should get used to a payout ratio of 30% in the future. As of the first of June of this year, Bill Anderson will open a new chapter at Bayer AG. He is, as mentioned earlier, the second CEO who has been sourced from outside, and we look forward to how you will exercise your office, Bill Anderson. Mr. Baumann, we wish you all of the best for your future and your future endeavors and would like to expressly thank you for your decades of commitment to Bayer AG. However, I'd like to revisit the Monsanto issue. 2 fiscal years ago, in 2021, 131,000 lawsuits were pending in connection with glyphosate. In 2022, a total of 154,000 claims were filed, of which 109 were rejected or were settled. Hardman and Pilliod case that was referred to the Supreme Court was rejected. So the federal courts are now being seized upon. The provisions are at EUR 6.4 billion or rather U.S. dollars after USD 7.5 billion in the previous year. Do you believe that this sum will be sufficient? And can you give us a timeline for us shareholders with respect to the pending lawsuits and dedication. Unfortunately, this is not the only legal risk that weighs on earnings. We also have the legal risks in connection with PCB. The amounts in suit last year have risen. How certain are you that the risks from PCB will remain manageable and will not mandate further provisions for lawsuits. In the Pharmaceuticals division. Peak sales were increased. This reduces the effect of a patent cliff in the next year significantly. However, much more research and development expenditure is necessary. Therefore, I ask you how long the margin in the Pharmaceuticals division will remain affected. And how positive are you in view of the recent positive increase in estimates with respect to these pharmaceutical products. With respect to a normalization of glyphosate prices, we have found that compared to 2022, the prices have normalized quite substantially. The resulting influence on profits year-on-year is substantial and contributes to the high volatility of profits in these areas. Are further significant normalizations in the offering this year? Or will prices stabilize. Coming back to your prospects. Having nominated the new CEO Mr. Anderson, people have called for a thorough review of the company's strategy. And the same has happened because of the carve-outs from the company and a position in the Sustainability Advisory Board was offered to Mr. Anderson because of this as well. The question is, how will Bayer AG proceed going forward. What issues are being discussed at present? And when will Bill Anderson communicate his ideas to the capital market. Was the sale of the Environmental Science division and attempt to test the reaction of the capital market. This brings me to the ratification of the actions of the Board of Management and Supervisory Board. In the last 2 years, we requested that the actions of the members of the Board of Management and Supervisory Board be ratified on an individual basis. This request has not been met. However, we do ratify the actions of the Board of Management. With respect to the Supervisory Board, however, we reject the ratification. We believe that there is room for improvement in anchoring a 12-year maximum tenure for every Supervisory Board member. And the fact that 1/5 should not remain on the Supervisory Board for more than 12 years is something that we believe is insufficient. This is something we addressed at the ASM last year as well. Last but not least, we acknowledge that the Supervisory Board, and you, in particular, Professor Johann succeeded in coming up with a good successor to the position of CEO, the nomination of Bill Anderson and his taking of office in June of this year meets our demand to nominate a successor to Werner Baumann at this year's ASM with today's ASM, and this has also been addressed. The mandate of you, Mr. Winkeljohann expires 5 years ago, you accepted 1 of the most challenging offices that could have been granted in a Supervisory Board in Germany. You have achieved your goals. And you have aligned the company in terms of sustainability. And furthermore, your succession provisions have been successful at the Board of management level, and we would like to congratulate you for this accomplishment. The exit of Mrs. Fei-Fei Li for health-related reasons has been managed with a good successor. We wish Mrs. Fei-Fei Li a speedy recovery and all the best for the future. We would like to approve the nomination of Mrs. Mathisen. Mrs. Mathisen, we believe, has achieved the highest number of allowable offices in our point of view. However, Mr. Winkeljohann, it has already been addressed that the number of mandates that you hold is already too big. You, the Chairman of the Supervisory Board of Bohnenkamp AG. You are on the Supervisory Board of [indiscernible] GmbH and you're Deputy Chair of Deutsche Bank AG, together with the chairmanship of the Supervisory Board of Bayer in view of the dual chairmanships, we believe that you have too much on your plate. We'd like to emphasize that our rejection at this juncture is solely on the basis of this formal overboarding regulation. We do not demand that you relinquish chairmanship of the Supervisory Board at Bayer. However, we and other shareholders ask ourselves how you intend to reconcile this large number of offices and how you can make sure that you have enough time for Bayer AG in exercising your office here. We assume that the switch at the helm of the Board of Management will go hand-in-hand in a change in strategy, which will ask a lot of the Supervisory Board, and therefore, of you as its Chairman. Mr. Winkeljohann, how can you ensure that you will have enough capacity to do a good job here. Moving on to the compensation report. As last year, the compensation report gives rise for criticism and concern. With due account taken of the shareholders -- of the interest of the shareholders, the Supervisory Board does not see a need to make any immediate adjustments. Furthermore, a periodic effect from free cash flow are being deducted. Now this relates to positive and negative effects. But nevertheless, capital gains from the sale of parts of the company such as environmental science, are generally valued differently then transactions that are concluded for which provisions are formed. Provisions have to be formed to hedge legal risks with respect to indemnification issues PCB, glyphosate, [ assure ] made all of this necessary. How do these -- how are you assessing these cash outflows? They amount to EUR 1.6 billion in the past year alone. And this seems to be a normal business risk. Since the lawsuit filed in 2018 in connection with the risks to which Bayer was exposed due to the takeover of Monsanto, it should have been apparent to the Supervisory Board that these risks are within the scope of normal operating activities. Without adjusting for these exceptional effects, free cash flow would only have amounted to EUR 3.1 billion, and that would have been outside of the target range, but rather below the floor of EUR 3.75 billion. Therefore, we will not approve the compensation report this year and we believe that the conclusion of the Supervisory Board that amendments are not necessary at this point in time. We're against that. With respect to the compensation report -- the compensation system for 2022, we must say that it is not in line with the demands of the shareholders, and it does not do justice to the burdens imposed by the acquisition of Monsanto. With respect to the revision of the compensation system for 2024, we will be happy to be interlocutors with you. This brings me to sustainability. Bayer has set itself the goal by 2029 to reduce Scope 1 and 2 emissions by 42%. And in the past fiscal year, this went from 1.7 million tons to 1.3 million tons of CO2 equivalent. At the same time, however, Scope 3 emissions rose by 12.5% and resulted in total Scope 3 emissions of 9.64 million tons of CO2 equivalent after 8.6 million tons of CO2 equivalent in the preceding year. Based on the goal of a 12% reduction by 2029 relative to 2019 as a reference year, Bayer still needs to do a lot of work. What possibilities have you identified in order to make sure that you mirror your success in your own ambitions in the emissions of your supply chain? And what is the ballpark that you anticipate for compensation payments, compensation payments, which are called reparations are viewed as being critical because they have been proven to be misguided in the past. The [indiscernible] and the Guardian newspapers have shown that certificates with a volume of up to 89 million metric tons will become worthless. Who is Bayer cooperating with in projects to make sure that reductions will become effective? To what amount will Bayer participate in such initiatives? We're also monitoring the progress made by Bayer in Water Management, in particular, the reduction to 42 cubic meters in water. We need to come to an end soon since the chair. Yes, I have 1 last question. However, we view the [ 15.2 to 16.7 ] cubic meter increase in water consumption critically, how can you achieve a turnaround here? And what is the purpose for the increase in this water consumption. Generally, we welcome the increased transparency in terms of sustainability in all of the areas, including biodiversity. And I wish you, ladies and gentlemen of the Board of Management and Supervisory Board, and in particular, you, Mr. Baumann and Mr. Anderson, the best of success. May you fare well in the future. And Mr. Winkeljohann, I look forward to continuing our dialogue. Thank you very much for your attention and in advance for answering my questions.
Unknown Executive
executiveThank you very much, Mr. Schmidt. We will pass the gratitude on to the staff as you've requested. Thank you again for the recognition that you showed for our work. I would like to call Mr. [ Krieger ] from the Protective Association of Capital Investors in Germany. And I'd like to ask Janne Werning from Union Investment and [ Thomas Anton Schuster ], who speaks on his own behalf to be on the ready. I'd also like to point out once again that we have a 10-minute speaking period. Mr. Krieger, the floor is now yours.
Unknown Shareholder
shareholderHello, ladies and gentlemen, dear shareholders, Professor Krieger, Mr. Baumann, ladies and gentlemen, on the Supervisory Board and the Board of Management, I would also like to welcome Mr. Anderson digitally. I wish you all the best in taking your new office. I am I'm [indiscernible]. I'm the spokesperson of the Protective Association of Capital Investors in Germany, 1 of the 2 big associations that is represented at almost all stockholder meetings of stock corporations in Germany. Unfortunately, they're mostly virtual. Now moving on to the share performance. Despite an increase in dividend, it is still deplorable that the Bayer share hasn't moved significantly, namely from EUR 16. Despite all of the commercial success that you have achieved. The dividend of EUR 2.40 this year is still too little. The impending change at the helm just brought a little movement into the development of the share price at the beginning of the year. This effect, however, has disappeared from where I stand. We had been talking about EUR 120 to EUR 240 per share in the past. Many can perhaps remember the promises and the calculations with respect to how outstanding the impact would be of the Monsanto acquisition. As you all know, this didn't pan out. Mr. Anderson. This is the situation we are currently facing at Bayer. We're greatly disappointed and the analysts working for banks that have a target of EUR 80 to EUR 100 doesn't -- don't really help. We need 3x as many pieces of good news to offset 1 piece of bad news. So Mr. Anderson, I think you have quite a lot on your plate going forward. Moving on to legal costs, which are supposed to be adjusted or eliminated or deducted from operating results. I don't think that's the right result or approach. It has been found that actual results have actually not been cleaned, but are actually obfuscated. It is the management of Bayer that has benefited from transactions the most in the past. And we believe that without this window dressing, results would actually be lower. If Bayer had known about the PCB and glyphosate issues at the time of acquisition that would have been reflected in a lower purchase price, if the problems actually became apparent only after the acquisition, a clawback provision should have been agreed. None of this has happened apparently. So my first question is, how does Bayer believe that the principal agent problem can be solved if the share price is more than halved given the litigation that you face. Doesn't the Board of Management in view of impending litigation that has been known for decades in the Pharmaceuticals division and in the Crop Science division, not the task of forming provisions for this? My third question, the provisions that cover the legal costs and offset against the operating results should basically cover everything every year, because we're not talking about exceptional circumstances, given increasing inflation rates, we would like to know whether Bayer has been able to pass on some of the increased costs through the pricing power that the company has by passing them on through to customers. My question is how the margin of the 3 divisions has fared net of inflation. Crop Science has improved considerably, but still doesn't cover its cost of capital. When will this happen? Furthermore, the Pharmaceuticals division with its EBIT margin is far behind the competition, even before Deutsche Market and Co. KG. And this is unfortunately a very bad piece of news. The question that I have here is, what internal developments are underway in order to achieve successes such as Xarelto? Now acquisition prices. This year, again, the owner had to recognize a huge impairment for parts of the business that we, as shareholders, have paid for. To what extent will these impairments be taken into account when making future acquisitions? Now first, we had glyphosate and then BCB, it is the bad news and surprising news that nails down our share price. The question is, how long have you known about litigation in terms of PCB? How high were the provisions for PCB in 2021? Why did a further EUR 700 million have to be transferred to the provision in 2022? How did the Board of management assess the PCB risk in 2021? Why were the newly formed provisions in '22 not necessary in 2021? And to what extent was the Supervisory Board informed? Professor Winkeljohann, your task is to monitor the Board of management. And I've heard rather little about monitoring the Board of Management with respect to the PCB risk. And what was the situation here in 2022? The further question is, to what extent did the auditor of the financial statements become informed of the PCB risks within the scope of the audit for 2021 and 2022? Now with respect to your risk detection system, have you modified it to make sure that billions of risks can be identified earlier and managed better? Compensation system, your argument, Professor Winkeljohann, with respect to the influence of the PCB glyphosate litigation states that you cannot predict everything precisely. That's true. But it's not in line with corporate reality to exclude these effects. This goes diametrically, opposed to good commercial judgment. We have the value at risk and other risk management systems. All factors that have an effect on profit and loss will have to be taken into account and shouldn't be discarded. So my question is, when the Supervisory Board wants to integrate the Star book system in the risk management system? As an entrepreneurially active agent, the Board of Management has to fulfill the same task as an owner of a company would have, especially with respect to the decisions that have an effect on the share price. When will the Supervisory Board assume its responsibility in balancing the interest of the owners and the Board of Management and stop making adjustments that tie into the compensation of the Board of Management, which is completely unfair risk? What is the maximum risk exposure with respect to equity and every bank balance sheet, this is disclosed? And unfortunately, at Bayer and a lot of other DAX 30 companies, this isn't done. The maximum risk would have been -- there may have been situations where the maximum risk would have been exceeded. What do you do in order to manage these situations? How are you going to manage the war in Ukraine, the disruption in supply chains, the rise in energy costs? The Monte Carlo method and the value at risk method are ways to create simulations and what is the result of your simulation for 2023? Sustainability, conscious family planning in underserved countries is one of the UN goals, poverty, clean water, no hunger, reduction of carbon dioxide emissions. Bayer is formidable in its commitment in these areas. What possibilities does Bayer see that this effect can also be attained by other companies in the DAX 30 becoming active? How can you take influence on opinions and [ religions ] in these underserved countries in order to be able to bring about different political decisions. What measures does Bayer have -- Bayer purchasing have to implement in order to reduce Scope 3 emissions. These emissions have been risen -- have been rising. What measures should be taken to reduce them considerably? And my last question is, when will Bayer conduct an in-person ASM? My dear, Mr. Baumann, I have experienced you as a competent interlocutor, although we haven't always agreed on everything. I wish you all the best for the future, the best of health as you open up your new chapter in your life. I'd like to thank all of the employees of the Bayer Group for their dedication. And I'd like to ask you to pass on this gratitude to the rest of the staff. And I hope that we all experience a better improvement of the share price. Thank you very much.
Werner Baumann
executiveThank you very much, [indiscernible]. We will pass on the thanks that you have expressed to the staff. And I'd now like to ask Mr. [indiscernible] from Union Invest, who represents all the funds there to take the floor and stay at the already. Then Thomas [indiscernible] and [indiscernible] Viena, who is a proxy of [indiscernible] and lastly to also be on the ready, Mr. [indiscernible], the floor is now yours.
Unknown Attendee
attendeeI'm [indiscernible] and I work for Union Investment. We are the fund company of the Folks and [indiscernible] Bank in Germany, and we have [ 5.8 ] investors who we are representing. Ladies and gentlemen, we are experiencing a turnaround at Bayer, the last ASM of Vienna [indiscernible]. And the same applies to its colleague. 7 years ago, they crafted the acquisition of Monsanto, which proved to be a total failure. We had a market cap of EUR 100 billion in the past, and now that has dropped to EUR 60 billion. This is less than the purchase price that Bayer paid for Monsanto. Mr. Bauman, we wish you all the best for the future because of the dedication that you have put into the company. The same applies to Mr. [indiscernible], who I'm sure is listening today. Ladies and gentlemen, Bayer faces major challenges. The time is right for a new start. Many investors called for an external CEO who wouldn't be prejudiced in tackling the new problems. Mr. Winkeljohann has found the CEO; and Mr. [indiscernible] Anderson. Mr. Anderson, we are happy that you have been chosen to tackle the challenges. We need to restore the trust in the structure of the group. Spinning out Crop Science, given the potential that it has for the group, isn't on the table in our view because it has so much potential. It will be detrimental to the employees and for Germany as an investment side. Carving out consumer health, however, would be an option in order to turn around the mood among investors after 7 years of underperformance of the Bayer share. A lot of investors have lost their patients. Mr. Anderson, you need to build up confidence, reduce the legal risks due to PCB and glyphosate litigation. And if you manage to do that, I believe that they will be able to realize its full share price potential. We expect from you a strategy update by 2024. Ladies and gentlemen, as a sustainable investor, we look to ESG criteria in particular, Bayer has a convincing climate strategy and should we find it in the next step by giving the shareholders to say on climate at the next ASM. Do you approve of that, and when will you do that? Furthermore, the climate targets should be included in the financial reporting. When can we expect that to happen? Ladies and gentlemen, above and beyond climate protection, Bayer's to do more in the field of ESG, so that it doesn't wind up in areas of the capital market where it is becoming more difficult for investors to put their money. We have a lot of risk that still can be traced back to Monsanto. I'm talking here about glyphosate, PCB, the danger to biodiversity. And as long as these controversies continue to exist, no one is going to invest in the public funds that Bayer's share is contained in. Do you intend to qualify for a sustainable investment? And if so, how? We reject the election of Mrs. Madison and the reelection of Mr. Winkeljohann to the Supervisory Board. So we're against Item 4 on the agenda. And we're also against Item 5 on the agenda with respect to the compensation report. For Item 6, we reject approval, because we don't have any substantiation on the conditions under which the Board of Management will decide to hold a virtual ASM. And also we haven't been told how future ASMs will be designed. With respect to Item 7 on the agenda, we reject approval, because presence of the shareholders and shareholder representatives is essential on the day of the ASM. We approve all of the other proposed motions. Ladies and gentlemen of the Board of Management and Supervisory Board, as you can tell, we clearly prefer in-person ASMs. Only there, can you have a proper debate. Only in that format can the shareholders actually reach the management properly. At least once a year, you should give the shareholders the opportunity to face you directly. You should face up the criticism in person, and therefore, we call for in-person ASMs or hybrid ASMs in the future. Thank you very much for your attention.
Unknown Executive
executiveThank you very much, Mr. [indiscernible] , for your comments on your questions. We will now move on to the next speaker, who is Thomas [indiscernible]. I would also like to ask [indiscernible] to stand by followed by Dr. [indiscernible]. Dr. [indiscernible] will be speaking on behalf of the Dr. [indiscernible]. So Mr. [indiscernible] now has the floor.
Unknown Shareholder
shareholderMembers of the Supervisory Board, members of the Board of Management, shareholders, finally, finally, things are looking up again to the buy up. There is a shimmer of hope which we have been waiting for, for a long time. I welcome the fact that a change in personnel is taking place as CEO. And also that we've got someone from outside of the company who will be taking over or somebody with a new perspective who is unblemished by what has happened in the past. The fact that we've got a manager from the pharmaceutical sector as well, because following the acquisition of Monsanto, we got a larger [indiscernible] which needs to be focused on. So why have we got a pharmaceutical's manager? What does this mean? Does this mean for example, that in future Bayer will have a stronger focus on the Pharma segment or there are the reasons for this? Now in the Pharmaceutical segment, Consumer Health has become much stronger. It's been restructured. And time and again, we're here. But active investors are exerting pressure on Bayer to spin off some of its businesses. Now consumer health, for example, we've heard claims from activist investors that over-the-counter business, it should be spun off. But I'd like to ask whether it will make sense to bow the short-term pressure and split up via the company. So I hope that with plenty of time available to develop a strategy and not to simply respond to the wins of these activist investors and make quick decisions, which do not make sense over the long term for the company who would actually diminish the company's value over the long term. Glyphosate is something which still stays with us. There are still some legal risks relating to the future as well. So I have a question on this front as well. Is there a legal possibility, the legal leeway? Or are you attempting perhaps to finally draw a line under the glyphosate issue? Are there any new settlement agreements perhaps for which there were prospects because otherwise, when is this going to end? You've told us that it will no -- the product will no longer be offered to private individuals, to private customers, which I welcome, but how long will it continue to be used? And as a result, what is the risk of further litigations going forward? In 2022, the -- your agricultural business performed well. But one of the reasons for this is that glyphosate sold so well, and this one continues duplication. So firstly, tell me what you see here for the future. Do you have any successor products in the pipeline? I'd like to know what your strategy is going forward as well with them spinning off or dividing up, selling some of your businesses. I'd like to hear what the plans are on this front. And also, I'd like to know about how dependent Bayer is on trying particularly for the pharmaceutical business, receiving increasingly critical voices in China. A lot of the companies seem to be moving away from China, and we all know that in the pharmaceutical segment as well, basic drugs are made in China. So how is the level of dependence that the company has on China? Dividend has been increased, which we're pleased about after 2 years as [ 40. ] But my opinion, I think overall, a high payout ratio should be targeted for the company because cash flow, which we're really pleased about, really is relatively strong. Now the share price, as you said, is less than satisfactory. I fully agree with you on this point. But it's not satisfactory, which -- and it doesn't reflect Bayer's true value as a company. So I'd like to know what you believe -- which [indiscernible] you believe adequately reflects the value of Bayer as a company. I don't want to go through all of the different points about stock valuations. I'd like to keep my contribution relatively short, because there are number of the people who want to speak today. But anybody who like to see -- anybody like to say, "Oh, if you want to valuation of Bayer, you can go to our website." No. For you, Mr. Baumann. I hope that you will still be able to prove to us that the Monsanto acquisition will have be a positive thing. And to you, Mr. Anderson, I hope that you have an excellent start to your job at Bayer and that you can take Bayer to a more positive future. I wish this to you and to us. Thank you very much.
Werner Baumann
executiveThank you very much, Mr. [indiscernible]. Thank you very much for your remarks. Now the next speaker will be [ Alison Werner ]. And I would like Dr. [indiscernible] to be on standby, ready to take over and then Mr. [indiscernible], who will be speaking on behalf of [indiscernible]. So [ Alison Werner ], the floor is now yours.
Unknown Attendee
attendeeLadies and gentlemen from the Board of Management, the Supervisory Board and stockholders, I'm delighted to have the opportunity to speak today at today's Annual Shareholders Meeting. My name is [ Alice Werner. ] I'm a 57 years old, I have 2 adult children and 2 grandchildren. I work for [indiscernible], and I have been authorized to speak on behalf of this organization. One focus is the traffic turnaround. Now in a recent news article, a spokesman from Bayer AG spoke about the concerns of the company where transport and traffic is concerned. Now you are interested in having a high-performance infrastructure. But you have no say in how the restructuring and the traffic is shaped, but you say that you want the traffic to flow, but you don't care how. I would like you to tell us or I would like you to act as pioneers in this paradigm change, because a lot of us need a bit of direction when it comes to shaping the future. We want you to have a [indiscernible] construction once the bridge -- the construction of the bridge is been finished here. We hope that you will not accept the building of the second bridge. The completion of the first round bridge will be the end of this year. And this will mean that trucks will be able to flow. And then we have the status quo that we had prior to the repair of the bridge. Now the construction of the second bridge -- the construction of the second run bridge will expand the number of lands available from 6 to 12. So -- which means that in labor post, we will have luxury expansion of the highway. Now skilled workers and also the financial means were not available, and we are entering into a climate catastrophe, please make this known amongst the public. We know that humanity and the entire Earth are threatened by significant damage, if we have changes to the climate, which are the result of human activity. If we do not take sufficient measures at a global level over the next few years to try and mitigate or prevent this, then we will have unplannable challenges and catastrophic developments that we will no longer be able to stop. Think about young people alive today. I would like to know what Bayer wants to do as a contribution to try and at least mitigate this disaster. Conservation of resources and carbon neutrality need to be the overarching objective of any company. When it isn't possible, then what companies do need to do is throttle their activity and to transform the way they do business. This is what we would like to see on Bayer AG and the interest of our future and the futures of our children. Against the backdrop of the climate disaster and also increasingly scarce resources, we expect that decision makers in politics, but also in the corporate world and also shareholders, we expect a significant rethink about the plans that you have. We expect that there's a paradigm change will need to be factored into every single calculation, which is made. We cannot risk having another 30 years with business as usual. If we continue to have a high level of freight and consumption of water, as we have hither to, then we will see an unmitigated disaster. In other areas of industry as well, we are going to require a paradigm change, too. So moving away from the surplus production of substances which damage the environment and move away from this towards a circular economy. Over the mean term, this will mean less and less freight transport, less energy consumption and less use of water and more and more jobs created in environmental in the divisions. What always mean that the transport sector is less road building, more railways. Ladies and gentlemen, please assume your responsibility, please take your responsibility seriously. Most of the normal population has an only limited opportunities for making a contribution into stopping climate change. Now, there are far more comprehensive opportunities and greater responsibility for companies of the scale of Bayer, which operate at a global level. Stockholders, please vote along with the CDG against the ratification of the actions of the Board of Management of the Supervisory Board. Thank you very much.
Werner Baumann
executiveThank you very much, Mrs. [indiscernible], for your comments, for your questions. We will now move on to Dr. [ Godfried Arnold ] followed by [indiscernible]. And after him, we will have [indiscernible], who will be representing [indiscernible]. Mr. Arnold, the floor is yours.
Unknown Shareholder
shareholderYes, thank you very much. Mr. Bauman, Mr. Anderson, ladies and gentlemen, stockholders, my name is Dr. [ Godfried Arnold. ] I'm a pediatrician and member of the coordination against Bayer dangers. I am speaking as an authorized representative. And I would like to speak about what we can read in the media at the moment relating to [indiscernible] and polyfluoride cooling substances, PVAs. Due to their characteristics, they are used on cars and also on food packaging and also on baking paper to make sure that [indiscernible] does not adhere and the water is also -- and that it also deflects water. We use these materials when it comes to making flame retardants. Now unfortunately, these substances are not degradable or barely degradable, which means there are chemicals, which remain here forever and which increasingly are present in the environment, in plants, in animals and also in humans. In the meantime, you can find them in every single human and in every single cell, from your lungs, all the way to your liver and your kidneys, from your skin, all the way up to your brain. We also ingest them when we eat. Unborn children ingest them through the placenta, which is one of the most sensitive development phases in the human's life. The substances are also carcinogenic. This has been unrepeatedly proven that it also causes testicular cancer. There are also plenty of indications that they contribute to breast and prostate cancer. Thus far, Bayer has been able to successfully characterize these as not causing this. What happens if you were to roll out a red carpet in front of the Bayer emblem saying that stepping on this carpet barefoot can cause kidney cancer, or if it were to say, please use this food packaging, but don't use it too frequently, because it could cause testicular cancer for you or your grandchildren? Now it would be good to have a degradable substance. And if the chemist at Bayer have not succeeded in doing this, then it would mean that the company would have to pay for any damage incurred by individuals, resulting from these substances in terms of cancer, et cetera. This would have to then be paid to the German health services, but there are not enough harmless alternatives available. A team of investigative journalist from NBR, WDR under the [indiscernible] site have conducted comprehensive research on these substances. In [indiscernible], they found them in the ground and in water, particularly in [indiscernible]. This investigative team, Mr. [ Peers ] and Mr. [ Hepa, ] I would like to give them a big thank you for the work which they did in their study. Anybody who would like to watch an interesting Hollywood film about this subject should watch The Poisoned Truth, which is based on a true story. Furthermore, I am of the opinion that unborn children have a right to pesticide-free food. So pesticide -- bred in the placenta which is free of pesticides. And I think that it's very, very important that we should ensure that people who are pregnant do not eat food which has been contaminated with these pollutants. But you discharge the substances into the Rhine River every day. I would like to know when Bayer AG will learn. It needs to make provisions in order to cover the damage from substances such as these PPAs and also from things such as glyphosate. I would therefore like to request that shareholders for all of the proposals with the CPG against the ratifications of the actions of the Board and of the Supervisory Board.
Werner Baumann
executiveOkay. Thank you very much. Dr. Arnold. We will now move on to [indiscernible], followed by Ludwig Essig. Mr. [indiscernible], the floor is yours. Thank you very much.
Unknown Attendee
attendeeMy name is [indiscernible] from [ B Protection ] Society. I am an authorized representative. And I have 2 quick questions I would like to ask. Firstly, the federal office for natural protection has won the genome editing unlike normal breeding, also affects protected areas of the genome for multiple and parallel changes. And crops from new energy cumulated technology has an increased risk than plans to, which come from normal gene to technology. Now there are other -- there was a recent study from the University of Zurich, which shows that the changes in one single gene can lead to the collapse of entire future. Genome edited with us have the potential to have an impact on pollinating insects and their metabolisms. The question that I have is, how does Bayer want to avoid the negative impacts of genome technologies? How we're going to estimate what the risks are and minimize the risks? The second question that I have for you is the Federal German Association for Crop Protection has clearly spoken out against the patenting of genome sequences, which apply -- which appear in nature. The reason is that with such patents, crop characteristics can have a negative impact. So the question which I have is, what is Bayer's opinion on the requirements of the BDP, which states that no patent should granted for conventional breeding for the biological system, which we have here. I would also like to know how Bayer plans to manage the risks, which occur as a result, and also, how it stands on causing this damage to pollinating insects. How will Bayer live up to its responsibility towards people to insects? Which is why I would like to ask that the stockholders vote against all of the ratification of the actions of the Supervisory Board and the Board of Management.
Werner Baumann
executiveThank you very much, Mr. [indiscernible] for your comments. We will now jump to the final question, which is Mr. [ Ludwig Essig ]. Mr, [ Essig ], the floor is yours.
Unknown Attendee
attendeeLadies and gentlemen, my name is [ Ludwig Essig, ] I work at the Environmental Institute in Munich. I'm speaking as an Northernized representative of the critical shareholders of Bayer. One of the focus of the EU business involving policy has been Latin America. The EU Commission have been looking to seal the free trade agreement with Mercosur states. Now during the negotiations on this, the European chemicals industry, including Bayer, has had a significant influence, which means that 90% of the exports have been established. The individual measures in Brussels, Berlin and the Mercosur states that have been taken by Bayer in order to then advance this agreement. Even today, Bayer in Brazil sells 15 pesticides, which abandoned the EU due to their toxic characteristics for people and plants, and this is having devastating consequences. Researchers at the [indiscernible] University were able to prove that the number of people who are suffering from different types of cancer in agriculture is increasing. It's 27x higher than it is in states where you do not have any agriculture. In Europe, this type of farming in which Bayer is [indiscernible] as having a significant impact. Greenpeace published the study last week. This study showed that at 52 [indiscernible] which were investigated, 51 had a residues of up to 7 different pesticides. Six of the pesticides are not permitted in the EU. Furthermore, is included [indiscernible], which is a Bayer pesticide. The second question I have is why Bayer, despite the disastrous consequences, is continuing to apply these double standards. In addition to this, Bayer as part of the glyphosate issue has made a request for the re-approval of glyphosate within the EU. Although back in 2015, the World Health Organization said that this substance is possibly carcinogenic. So Bayer is putting a stake the health of people in Europe and also threatening diversity of Spire diversity in Europe. New studies also show the damaging impact of glyphosate on insects and their pollination ability, which is essential for our food chain. Bayer's business model is based on old and careless practices. But we cannot allow this to continue for longer, because you have the possibility to work towards an agricultural future where we do not need pesticides and genome technology. Bring your technology forward to the 21st century. Do not continue to contribute to the damage to nature and people's health. And in future, we ensure that we can work towards a better planet, to a healthier planet with a solid food chain. Stop influencing the Mercosur negotiations in trying to benefit from the use of poisons herbicides. Vote with us, please against the ratification of the actions of the Board of Management and the Supervisory Board. Think about the future.
O. Maier
executiveThank you, Mr. [ Essig ]. I'd like to thank all of the speakers and the first group of speakers for their statements and their questions. Ladies and gentlemen, as you've seen, we've now had a major number of questions. And the Board of Management will now start answering this first group of questions. And after the Board of Management speaks, we will have the next group of speakers. So I'd now like to ask Mr. Bauman and the other members of the Board of Management to answer the questions that have been asked so far, and Mr. Bauman will begin.
Werner Baumann
executiveThank you, Mr. [indiscernible]. I'd like to begin with the questions from Mr. [indiscernible]. Mr. [indiscernible], you asked what my point of view was about Monsanto and how I would see it differently. Now compared to the decision we made back then and the forecast we made then and where would we be now if all things happened as we planned. Strategically speaking, the acquisition of Monsanto was and is the right step in the growing Crop Science field. We've achieved a leading position in the market and strengthened our innovation strength. We've been able to make a major contribution to securing nutrition for the growing global population. Within the planetary limits. Corporate decisions, entrepreneurial decisions always entail risks and uncertainties in the case of the acquisition of Monsanto. The identified legal risks did occur, and we have appropriately addressed these with our 5-point plan. These legal risks, of course, did make a major -- were a major burden on the financial rationale for the acquisition. But they did not change the strategic relevance of the acquisition as we have seen confirmed in the past years by many experts who checked the acquisition. The risks were, in fact, checked carefully, and all of the security measures possible were taken. All in all, the macroeconomic environment changed favorably. And so we're better off than we were in 2021 and '22. And once again, we are going to be looking forward to moving up. Then you talked about the forecast, Mr. [indiscernible] and how well Bayer is positioned and how in 2023, we might be able to make -- achieve higher prices in view of the fact that there are lower prices now for wheat, corn and soybeans. Allow me to say that all of our forecasts are realistic and ambitious, when they're made. In 2022, for example, EUR 2 billion were earned incrementally due to the temporarily higher glyphosate prices, but we also communicated that these would not be lasting and that we were assuming there would be a price reduction in '23. This normalization did, in fact, occur, which makes the comparison basis for '23 quite difficult. Of course, the development outside of this special area, however, are quite positive, because organic growth is quite good in Crop Science. And in pharmaceuticals, too, our most important new products are showing extremely good growth rates. For our divisions, there are major distinctions in terms of the inflationary environment and the regulatory environment, different regional circumstances in the market, customer loyalty, market loyalty, intensity of competition and cost structures for Crop Sciences. Consumer health, for instance, we've got more flexibility than we do have in the highly regulated pharmaceuticals market. In 2023, too, we're planning to increase prices for our products. And of course, we will benefit from the innovativeness of our portfolio. And for Crop Science, for instance, we expect that there will be lower sale prices for glyphosate products, but for the rest of our portfolio, we believe that there will be substantial price increases. I think Mr. [indiscernible], you were also asking whether we're planning on transferring production or research abroad and what role Germany will play. Investment and location decisions are based on different decision criteria, and they can and must be assessed differently. Our home market in Germany still has what it takes to be a forward-looking innovative top-notch industrial location. And many political steps and plans are going in the right direction. And what it's about now is ensuring that lawmakers tackle these problems constructively and set the right priorities. Innovation, digitization, science and education as well as competitive tax rates, energy prices and a reduction in bureaucracy are supposed to be at the very top of the agenda. Mr. [indiscernible], you asked what value we think the consumer health business has and how we're going to make it possible to see better, the potential there, and so that it could be recognized. Well, first of all, we'd like to say that you see that consumer health, like we do is important for the group. In fiscal '22, Consumer Health was responsible for 12% of revenue and 10% of adjusted EBITDA of the company. In our opinion, Consumer Health is on equal footing in our external communication. And it's seemed positively in their analysis analysts appreciate the long-term value. And they say it's about EUR 15 billion to EUR 20 billion. This is pre liabilities and debt. This is in line with the valuation parameters. There's a comparable companies with comparable product portfolios. You also, Mr. [indiscernible], asked about ligation with PCB and whether the payment in January completed everything or whether there are further settlements that we have to expect? Well, the PCB litigation has not all been completed. But in all cases, we have convincing legal defense arguments. And we always want to make sure we have commercially acceptable solutions. What's important to note is that our customers have made agreements with us on freeing us from liability. These companies said back then in the '70s that they will be able to buy -- we will be able to buy PCB if -- and we allow them to do this if they free us from liability. We've communicated that we will aggressively pursue litigation, if need be on the base of these contracts and some litigation has already been filed. Mr. [indiscernible], you also asked about our pipeline in Crop Science and the phase of the product cycle. In fiscal 2022, we made key progress with our pipeline. On the basis of the adjusted investment in R&D of EUR 2.6 billion in Crop Science alone, we are in the process of expanding our lasting competitive edge in this area. This is reflected amongst other things in the biggest R&D pipeline in the industry with an expected peak revenue potential of about EUR 30 billion of which about 80% will be achieved by 2037. All in all, in 2022, we move forward with more than 15 projects, including 9 new activations in crop protection, 4 new digital solutions and new -- and 2 new crop properties. Our seed portfolio has more than 500 new sorts in corn, soybeans, cotton and vegetables in our crop protection. Last year, there were more than 250 new product registrations, 10 formulations also on the pass for transformation towards more sustainable agriculture. In 2023, we're planning to introduce further innovations. Mr. [indiscernible], you asked about the seriousness of our sustainability strategy and our plans for having a vote on our claiming strategy at the next AGM. Stainability, as I mentioned, is the core of our corporate strategy, and it is integrated in all key processes in the company. We have ambitious and measurable sustainability target, and we report transparently on them every year. As you know, the long-term variable remuneration for the Board of Management is linked to achieving these target by 20%. In addition to that, we have the sustainability report from the Supervisory Board. And we also have a sustainability council with many known experts on it. In 2019, we announced that by 2030, all of our own locations are supposed to become climate-neutral in addition to that. Our own emissions that is Scope 1 and Scope 2 emissions will be reduced by 42% by 2029. For our value chain, we have a reduction target of scope-free emissions of 12.3% by 2029. These targets were checked and recognized by the science-based target initiative. The climate strategy or voting on a climate strategy at an AGM, the say on climate is something that we're looking at with interest, but we, however, have not yet made any decision on such a step. Mr. [indiscernible] also wanted to know whether we are considering listing Crop Science on the stock market in U.S. Currently, we're not discussing this according to our estimation stuff like that might have a major negative impact on the value of our business. And it would distract us from achieving operational targets and would not be supported by labor representatives. In addition to many different costs and performance synergies, particularly with regard to central function and the value of the common brand of Bayer, we see that there are many technological trends that could be strengthened by working together. This includes increasing digitization and their technological convergence with biotechnology. Some of our projects in the [indiscernible] area that is our investment unit for potential pioneering technologies, prove this quite impressively. Apart from the fundamental trends in the technological field, we think there are some bigger trends in development of our regional markets and in the hard part market for talent that we address together. And in achieving our sustainability target to, for instance, inclusive growth in not so developed market and in the global decarbonization activity. We see that there are many common approaches we can take. But let me say here very clearly, 2 trends and strategic advantages are one thing. However, ultimately, it's about the performance of all business divisions at the market level or beyond that or above that. And this is what we're currently focusing on. Mr. [indiscernible], you also asked what strategic questions we are currently discussing. Fundamentally, every year, we systematically check the business and innovation strategy of the divisions and allocate our resources accordingly in order to achieve long-term increase in corporate value. In doing so, we orient what we do for the 4 strategic value levers that you can see in Chapter 1.2.1 of the annual report. Beyond that, the Board of Management every year works on the base of information from the line departments and information from shareholders to establish focal points that they work on in particular. This year, that's, in particular, checking the resiliency of our supply and production changes against a backdrop of geopolitical changes as well as certain division-specific questions and issues. Mr. [indiscernible], you asked about the possibilities for reducing CO2 along the value chain. Reducing emissions in our value chain that is Scope 3 is an increasing challenge in our growing business. In order to ensure that in the coming years, we achieved significant production in the supply chain, we're intensifying our cooperation with our suppliers, in particular to switch over to renewable energies between now and 2030 and establishing ambitious reduction targets by 2025. This has also been established in our updated code of conduct for our suppliers. Starting in 2023, we want to have an internal CO2 price for -- develop such a price for controlling our Scope 3 emissions. And this mostly gives us internal in science to reduce our CO2 footprint in production. Mr. [indiscernible], you asked when Bill Anderson would be telling the capital market about his thought. Bill is going to take the time up until he starts in his new position in June to learn about as many facets of the company's possible. After that, its focal point will definitely be on ensuring that he gains further in-depth knowledge of all of these areas and then drawing certain conclusions in order to drive a strategy from that. This takes time. And as Mr. [indiscernible] said, we ought to give this time to build and the Board of Management the time that they need. Mr. [indiscernible], you also asked about the high level of compensation payments. Our primary target is to reduce emissions in line with our science-based target commitment. In addition to that, for 2030 -- up until 2030, for our own operation activities, we plan to become climate neutral. So on a cumulative basis, we believe that there will be amount of about EUR 200 million for compensation up until 2030. There was another question from Mr. [indiscernible]. It was about the level of future participation in LEAF. Participating in the LEAF coalition is part of our dedication to protecting for us. Certificates from activities in the framework cooperation with LEAF are going to be part of our compensation portfolio. Starting in 2023, we are going to be reporting on our website about these projects, among others. There was another question from you, Mr. [indiscernible], about the consumption of drinking water. Increasing the use of drinking water is a consequence of having further action sites. Maximum is 50% in the EMEA region, the use is mostly for production and for cooling. All other sites in low water regions -- water-poor regions, so to speak, and in regions, for which until 2030, there is expectation of deficiency of water. A suitable water management system has been established by the end of '23. With regard to our overall water consumption, we already today are at a 7.5% reuse rate for water. Mr. [indiscernible], you also asked about the amount of compensation payments. Our primary target is to reduce emission, as I already mentioned, based on our science-based target commitment. In addition to that, by '23 -- 2030, we plan to become client neutral for our own operations and on accumulative basis, we believe that there will be about a payment of about a total of EUR 200 million. By 2030, with regards to the compensation project, we published all projects transparently on our website. in the year-end report, 450,000 tonnes of our greenhouse gas visions were compensated for because in Brazil, Guatemala, Indonesian, Karaka, Peru, and in Zimbabwe, we supported projects and finance project for reforestation and protection of Forest. We ensure that these are projects that lead to an effective reduction of emissions, by having concrete criteria for purchasing certificates. Our strategy is to have a reference to our business. Here we concentrate on nature-based climate solutions, preferably forest and agricultural projects as well as projects in agriculture in the context of our Carbon Farming Initiative. Beyond that, we will be investing in innovative projects such as [indiscernible] in order to support the development of voluntary trade. We report on the strategies and projects transparently via our website. Mr. [indiscernible], you asked about our further strategy with regards to spinoffs and concentration. We focus on implementing the divisional business and innovation strategies, improving them. And structural rechanging the company would not make a contribution to this. Mr. [indiscernible], you asked about the integration of climate change-related risks and our climate targets in our financial reporting. Climate change-related risks are part of our Bayer group-wide risk management. In our opportunity and risk report as part of our Management Board, we describe this risk management system. We talk about risk there that go beyond our value limits for external reporting. And we -- in the framework of our reporting of the base of TCFD, we will be providing more detail information. That can be found in our sustainability report. And incidentally, that too has been audited by our external auditors. Our targets for climate neutrality are part of our group targets and remuneration of management at Bayer. And as such, they're an integral component of our annual report. In our sustainability and audited sustainability reporting the deal in detail with the climate targets and also describe the different measures. Mr. [indiscernible], you asked about the extent which Bayer is able to qualify for a sustainable investment universe. Well, the subject of sustainability is essential component of our business and our corporate strategy. Our investor base consists to a great extent of sustainably-oriented investors, for instance, designers and principles for responsible investing or members of what is called the Initiative for Climate Action 100+. The approaches of sustainable investing are multivarious and we are having an open dialogue with our investors. We take into account their concerns and address them as best as possible. At the same time, we have a transparent approach in communication. And the ESG rating agencies reported that Bayer improved substantially last year. Certain ESG ratings that often are very important for sustainably-oriented investors are much better now than they were before we took over Monsanto. I'd like to mention a particular the previous red flag for ESG and MSCI ESG research. And those were eliminated in 2021 and 2022. Mr. [indiscernible], you asked whether due to short-term activists' pressure, it would make sense to split up Bayer into individual components. Portfolio decisions and strategic issues of fundamental importance to the company are usually not reached based on short-term considerations. We're convinced that Bayer as a life sciences company has wonderful prospects for future value added. Mrs. [indiscernible], you asked how Bayer is contributing to curtailing the negative effects of climate change. Bayer supports the Paris Climate agreement and the goal of curbing global warming to 1.5 degree centigrade compared to the pre-industrial area. The science-based target initiative has evaluated our goal and confirms our contribution to meeting the agreement. We have set ourselves the goal of becoming net 0 by 2050 or earlier along the entire value chain. By the end of 2029, we plan to reduce our emissions by 42% compared to 2019, which is the reference year. This is in line with the 1.5-degree path. We reduced our own emissions by 19.5% by the end of 2022. And we were, therefore, faster than would have been required by the 1.5-degree path. Having said that, I'd like to hand over to my colleague, Wolfgang Nickl, so that he can answer the next set of questions.
Wolfgang Nickl
executiveThank you very much, Mr. Werner, and I'd like to begin with a question from Mr. [indiscernible]. You asked about our financial debt and the speed at which it could be reduced further. At the Capital Market Day in 2021, we communicated our goal of reducing our net debt by 2024 to below EUR 30 billion based on the currency assumptions filed at the time where the U.S. dollar was at an exchange rate of $1.23 to EUR 1 to the euro. Adjusted for currency, we're on track to achieve this goal. With respect to current expectations of currencies, we are at below EUR 32 billion in terms of the target. Now, Mr. [indiscernible], you asked about our dividend policy and whether a payout ratio of 30% is something shareholders would have to get used to. We maintain our dividend policy, 30% to 40% of adjusted earnings per share will be paid out as a dividend. Mr. [indiscernible], you asked further whether substantial normalizations are in the offering with respect to glyphosate during the course of the year or whether prices could stabilize. On the 11th of May, within the scope of Q1 reporting, we will -- on the start of the fiscal year, we will give you an update, and we will increase information on price normalization for glyphosate. Mr. [indiscernible], you wanted to know whether our provisions for litigation regarding glyphosate is sufficient. The valuation of provisions as of the 31st of December 2022 covers all of the information available at the time and covers all potential cash outflows. The provisions are constantly adjusted to the current state of litigation. Mr. [indiscernible], you asked whether the legal risks in relation to PCB will remain manageable and whether further provisions will have to be formed due to new lawsuits. We have convincing legal arguments in defense, but we can't rule out that further provisions may become necessary. It's important to see in this context that Monsanto has signed extensive indemnity agreements with former PCB purchases. And how we implement them in order to have the costs of litigation refunded remains to be seen. This brings me to Mr. [indiscernible]. You asked how the Board of Management assessed PCB risk in 2021 and why the provisions formed in 2022 weren't necessary in 2021. In this context, you also asked in what meetings the Supervisory Board was informed about the PCB risk in 2021 and when this happened in 2022. The PCP litigation was classified as an essential business risk in 2021 and commented as such. The Board of management is aware of the risk. As of every balance sheet cutoff date, we determine the current state of material legal risks in order to verify whether further provisions have to be built. What is decisive for this is whether payments are probable and whether their amount can be estimated reliably. Due to the ongoing settlement agreements with the U.S. state of Oregon, new findings arose in 2022 and which made an adjustment to the provisions necessary. The Supervisory Board in April, September and December 2021 was informed about PCB litigation in 2022. In February, April, June, July, September and December, further updates occurred. Mr. [indiscernible], you asked how long we've had knowledge about litigation related to PCB, how high the provisions were in 2021 and why EUR 700 million had to be added. When we acquired Monsanto in 2018, potential legal risks with respect to PCB were known, the company was able to successfully defend itself in view of these lawsuits. We also have convincing legal defense arguments in the current litigation, and we only consider settlements if the conditions are reasonable. For further details, I would refer you to the response given to the question asked by Mr. [indiscernible]. The provisions for PCB as of the 31st of December 2021 amounted to EUR 877 million. The additional provisions formed in 2022 essentially relates to the settlement with the state attorney general of Oregon due to alleged environmental damage caused by PCB in that state. The fact that we agreed to a settlement in this case is due to the special legal circumstances of this litigation in Oregon. Mr. [indiscernible], you also asked how the board of management in view of impending litigation is taking precautionary measures. The Board of Management is aware of these risks. On the balance sheet, we make precautions in line with applicable accounting policies, especially in the form of provisions. As of every balance sheet date, we determine the state of current risk in order to determine the amount of provisions that may have to be formed. And what it decided for this is whether payments are probable and whether their amount can be estimated reliably. This is in line with the IFRS accounting principles. Furthermore, Mr. [indiscernible], you asked whether a provision shouldn't cover legal costs and shouldn't be adjusted in the special items. If the IFRS statement criteria for provisions are met, expected costs for litigation are recognized as provision for legal risks. The formation of such provisions reduces the operating result. If the effect is classified as a special item, it only reduces the operating result after special items, whereas the operating result before special items remains unchanged. As mentioned earlier, these influential factors, if they have a material effect on the operational performance of the period in question are deducted from incentivization in order to make sure that the business is managed adequately. Mr. [indiscernible], you asked how the margin of the 3 divisions developed net of inflation. The inflation adjusted margins are not stated separately. With respect to sales in pricing in certain areas, we have more possibilities to pass through increased costs than in others. Furthermore, various factors determine pricing, in particular, our innovative power. At our investor conference calls and other conference calls for the full year 2022, we refer to the inflationary effect in the cost of the divisions. For Crop Science, this totaled approximately EUR 1 billion in terms of incremental inflation effect. Compared to the previous year for Pharma, we're talking about EUR 600 million roughly and for Consumer Health, approximately EUR 240 million. Mr. [indiscernible], you further asked about the specific measures taken by Bayer procurement to significantly reduce Scope 3 emissions and the new technical methods that are necessary, which the suppliers should use. In order to reduce Scope 3 emissions significantly, we need transparency about existing emissions and active engagement with our suppliers. In order to achieve this, we are already in ongoing external engagements with the goal of standardizing accounting and reporting of greenhouse gas emissions in order to achieve comparability among suppliers and commodities while, at the same time, making sustainable procurement decisions. On top of that, we oblige our suppliers to take science-based measures and goals, science-based targets in line with the Paris Agreement. Our suppliers are supposed to switch their own energy supply to renewable energy and to replace fossil fuels by bio-based and/or recycled raw materials. [ Mr. Craig ], you asked about the methods Bayer applies in order to detect undesired events and to assess them and what result the simulation for fiscal 2023 came up with. The risks we have identified, if necessary, are assessed for potential damage and probability of occurrence. The assessment of the level of damage is done quantitatively or qualitatively, the quantitative assessment reflects a potential negative influence on the capital -- or excuse me, cash flow. In order to ensure that we identify risks early on, which in their combination and correlation have the potential to jeopardize the subsistence of the company, we conduct risk aggregation by using methods such as the Monte Carlo simulation. We assess the potential aggregated effects of our material risks on our cash flow. The resulting aggregated risk exposure is compared with the risk capacity approved by the Board of Management. [ Mr. Craig ], you asked about the time at which crop science would cover or recover its cost of capital. Today, we assume that the Crop Science division will recover its cost of capital this year, that is fiscal 2023. [ Mr. Craig ], you also asked about the lessons learned from the repeatedly high impairments and valuation adjustments recognized in Crop Science with respect to future investment acquisition division -- decisions made by the Board of Management, acquisitions -- as well as the acquisition of Monsanto were the right development. In the growing agricultural sector, we have achieved a leading market position, and we have strengthened our innovative power significantly. In so doing, we can make an important contribution to securing food for a growing global population. Over the long run, we want to, of course, earn profits that exceed our cost of capital. Moving on to Mr. Schuster. Now you asked about the legal possibilities of coming to a final end to the glyphosate litigations. We have communicated the 5-point plan that we are implementing with resolve, details on this can be found on our website. On top of that, you wanted to learn about new settlement agreements as well as a time line for bringing these litigations to an end. We will only consider further settlements if they are in the strategic interest of the company. Unfortunately, we cannot reliably estimate how long litigation will continue in the United States. This depends on external factors, which we cannot influence. [ Mr. Craig ], coming back to you, you asked about the maximum risk exposure of Bayer's equity. On the Board of Management, on an annual basis, we assess our risk capacity in combination with the aggregated risk exposure. The approach and the result is then communicated to the Audit Committee. This analysis of risk capacity for the fiscal year did not reveal a situation that would jeopardize the subsistence of the Bayer Group. You further asked what entrepreneurial decisions were deferred because the maximum risk would have been exceeded otherwise. When taking entrepreneurial decisions, we always weigh the extent to which the various potential decisions can be brought in line with our target capital structure and our target rating. Various options are assessed. And of course, that means that not all options are made use of. [ Mr. Craig ], you also asked about adjustments made to the risk early detection system so that in the future, risks running in the billions could be identified earlier and managed earlier. Our early risk detection system is subjected to external audit every year, which is part of the audit of the financial statements. The result of this audit in the past as well as in earlier fiscal years confirmed the appropriateness of the processes with respect to our having a functioning risk early detection system, the department, enterprise risk management within the enabling function, internal audit and risk management constantly evaluates the appropriateness and expediency of the principal standards, methods and tools. One has to be aware of the fact that risk management systems and internal control systems cannot provide you with absolute certainty independent of their design and the assessments they come up with. [ Mr. Craig ], you also asked about PCB, how the Board of management assessed PCB risk in 2021 and why the provisions formed in 2022 were not necessary in 2021? In this respect, you asked on what meetings, the Supervisory Board in 2021 was informed about the PCB risk and when this happened in 2022. PCB litigation was mentioned as a material risk in the 2021 annual report. The Board of Management is aware of these risks. As of every balance sheet cutoff date, we determined the status quo of material legal risks in order to assess the amount of potential provisions that have to be formed. What is decisive for this is whether payments are probable and whether their amount can be estimated reliably. Due to the ongoing settlement agreement -- negotiations rather with the U.S. state of Oregon, in 2022, new findings arose with respect to expected financial burdens, which mandated an adjustment to the provision. In April, September and December 2021, the Supervisory Board was informed of PCB litigation. In 2022, we had updates in February, April, June, July, September and December. And I believe this is a duplicate question? [ Mr. Craig ], you asked further how the Board of Management assessed the PCB risk in 2021? Why the provisions formed in 2022 were not necessary in 2021? Here again, the answer has already been provided and read out. It was queued twice. Now new questions. [ Mr. Craig ], you wanted to know when Bayer would conduct another in-person ASM? Here and now, we cannot tell you the next time we will conduct an in-person ASM. As communicated in the convocation to today's ASM, we will verify on a case-by-case basis, whether we conduct the ASM virtually or in person. Independent of that, we believe that virtual ASMs, as a matter of principle, are a format suitable for engaging in dialogue with our shareholders. It enables the active participation of more shareholders and also of international investors. [ Mr. Craig ], you asked how we intend to solve the principal agent problem in cases where litigation halves the share price, whereas the legal costs from target achievements of the Board of Management and management are deducted the Supervisory Board in cooperation with external compensation advisers in relation to the 2022 financial year validated that it is in line with best practice to consider the -- or still -- sorry, not to consider payments in connection with certain ongoing litigation? The Supervisory Board and so doing ensures that the Board of Management is motivated, incentivized and is compensated on the basis of operating KPIs that it can influence. The KPI definition of incentivized free cash flow, our payments in the -- includes payments from ongoing indemnity situations regarding glyphosate, dicamba, PCB and Essure for compensation purposes. So neither when establishing goals nor when determining target achievement are these factors relevant. Taking this approach, operating activities are managed in the interest of the shareholders. The consequence of the collapse in share price of the Bayer share is also reflected in the long-term variable compensation of the Board of Management and employees. A negative development of the share price has a significant impact on the Board of Management. First of all, because the drop in share price reduces the entire share price-oriented compensation. And secondly, because a negative total shareholder return leads to a complete lapse of this component when calculating target achievement. Furthermore, negative share price developments also affect the assets of the Board of Management because the Board of Management is required to hold shares permanently. Mr. Schuster, you asked how long glyphosate will continue to be used? As you mentioned, we have started to replace glyphosate on the American market by other active agents for noncommercial customers. We are not doing this based on any security or safety concerns we may have, but rather for legal reasons alone because the predominant portion of litigation is in the retail area. With respect to the time line on litigation, we've already given you information on that. It is impossible to make a concrete prediction because this isn't anything that we are solely responsible for. Mr. Arnold, you asked in connection with PFAS in general, whether we can avoid follow-on costs and legal costs as well as provisions? Product liability suits in countries like the U.S.A. are part of everyday business. And as a matter of principle cannot be avoided even if we are absolutely convinced of the safety of the products that we have on the market and with -- and that this is also constantly monitored by supervisory authorities.
Unknown Executive
executiveMarty also asked about any interplay between gene-edited crops and other manufacturers with non-realizable characteristics and how to minimize the risks? The classic genome technology and new breeding methods are essential in order to feed a growing world population. The crop science, we checked during the development phase, all of our products and make sure that they adhere to international standardized tests in terms of safety for users, for the environment and also for consumers. We also conduct an extensive training measures to ensure that the products are used properly in order to minimize any risks and guarantee the utmost level of security and safety. [ Mr. Ardeco ], you also asked about patenting crops? Crop-related inventions are only patentable if they meet the patent criteria of a novelty, inventive step producibility and also commercial applicability. Now in this context, an invention needs to provide a technical solution to a technical problem. For example, a genome or a characteristic in a crop, which will give it resistance to a certain disease. Now in order to develop crops, which can withstand the impact of climate change and reduce the impact of agriculture on the environment, which can contribute to food security globally, innovation is essential. In order to allow this innovation, intellectual property needs to be protected by means of patents, or also by crop protection rights. And this brings me to the end of my part of the questions. And now I will hand over to Mr. Winkeljohann.
Norbert Winkeljohann
executive[Interpreted] Thank you very much, [ Mr. Nickel ] and [ Mr. Tungler ] and also, [ Mr. Schmidt ] asked about my Supervisory Board mandate and the time required for these jobs. I have 5 mandates, which means I'm significantly below what is required by law, which is in 10 in total, which means I correspond to the proposal of C4 of the German Corporate Governance Code, which recommends a maximum of 5 Supervisory Board mandates in other listed companies or comparable functions. Now for the companies in which I do have Supervisory Board mandates, only Bayer and Deutsche Bank are listed. The other companies were size, complexity and workloads, those is not comparable. If you have a look at the report for 2022 and the previous years, you'll see that I have done a lot of work for Bayer. And last year, I participated in all of the Supervisory Board meetings and those of its committees, with quite a lot of preparation, and I was in regular contact with my colleagues on the Supervisory Board with the Board of Management and also with other managers within the company. I had numerous discussions with investors and also coordinated the selection process for the new CEO. If you take a year, the 365 days and subtract holidays, vacation and weekends, you'd arrive at 265 working days per year and 120 days of a Bayer, 120 for Deutsche Bank. Then for the smaller mandates, I just need a small number of days, which means that there is plenty of leeway in case I need to do more work on Bayer than anticipated. In future, I'll continue to dedicate a lot of my time to my mandate at Bayer. I don't see any reason to reduce my Supervisory Board activities on my mandate elsewhere. However, I have my regular lectures, I go to University in Frankfurt, and I've stopped doing this now, which has led to significant time savings on my part, which I can then use on my Supervisory Board activities. The Supervisory Board is also firmly convinced that I have enough time to carry out my activities on the Bayer Supervisory Board, and they have also proposed that I stand to be reelected to the Supervisory Board today. This brings me to [ Mr. Kegel ]. [ Mr. Kegel ], you asked when the adjustment of undesired effects from Board compensation would stop? Now for KPI, the adjustment for one-off effects is provided for, this supplies an equal measure for positive and for negative one-off items. The reason for this is to create an incentive for a high level of operating performance. As I stated in my report, the Supervisory Board is planning to review the compensation system up to the ASM in 2024 and adjusted if necessary, which means we will also look at how we address special items, the type of which you mentioned. [ Mr. Kegel ], you asked when the Supervisory Board would start to apply the Company Stabilization and Restructuring Act and apply this to Board compensation? The rules are applicable if a company creates a restructuring plan or if one is in existence. This is not the case of Bayer. And even if this law were applicable, it does not contain any provisions on Board compensation, which is why no application of said law is planned. This brings me to Mr. Shuster. M. Shuster, you want to know why a manager from the Pharma division will be becoming CEO at Bayer and whether this means that in future, Bayer will have a stronger focus on pharmaceuticals? Bill Anderson is a manager with significant skills and also with a lot of passion and charisma who will advance the development of all our different business areas. The expansion of our pharma business for a long time has been a core component of our group strategy. Against this backdrop, last year, we expanded the number -- our positions in technology, which will allow us to develop new therapies with high medical benefit for patients. This brings me to the end of my questions. I will now hand over to Stefan Oelrich.
Stefan Oelrich
executive[Interpreted] Thank you very much, Mr. Winkeljohann. [ Mr. Tungler ], you want to know whether we still expect patent lapses of our high revenue drugs to -- will be limited to 1 transition year? We expect that the biggest impact will be felt in 2026, although we will have patent lapses prior to this in smaller markets. At the same time, for the next few years, we expect persistent growth momentum for our launch products. Overall, we expect the Xarelto patent lapse and the decline in sales over the next few years will be offset with growth in other products. [ Mr. Spike ], you would like to know how we want to offset the drop in revenues in our pharma pipeline and whether these plans will suffice? You also asked whether a pharma company, medium-sized, when it comes to R&D, can compete with the big players in this field? And whether in Germany and France, we need reinforced restructuring measures? Based on today, we believe that the sales declines resulting from patent lapses particularly Xarelto, but also some other late-stage and smaller products will be offset with growth in our new drugs such as Nubeqa and Kerendia over time. For both of these products, we believe we have peak sales potential of around EUR 3 billion, respectively. So EUR 6 billion in total. As of 2025 and 2026, that we'll have the -- we anticipate first approval of the pipeline products, elinzanetant and asundexian, which is currently going through clinical studies and that these will provide further support in offsetting sales declines. Now for these new -- potential new drugs, we believe they will have a peak sales potential of a combined EUR 6 billion. Overall, the potential of these 4 products will offset the patent lapse-related sales declines. And this will not happen at the same time as one another. Now the objective is that the pipeline structure will be built up in which we can sustainably source structure the high benefit for our patients. [ Mr. Schmidt ], you spoke -- you asked about our -- the increase in our sales revenues for pharmaceutical products, which we've been launching on the market recently or which are currently in the late phase of clinical trials? You also want to know how long the margin will be impacted by these new products and how optimistic we are that we will be able to achieve these sales estimates? The introduction of new pharmaceutical products require significant start-up investments, which usually has a diminishing impact on the margin to start with higher revenues, which will ultimately lead to a higher margin. For the next few years, we expect that the margins in our Pharmaceutical business will be below the 10-year average of 32%. In addition to the investments, which I outlined in marketing of the new products and also the further development of our research pipeline, this is also reflected in a decline in sales in products, which will lose their patent protection. With the increase in the sales potential of our current and potential growth drivers, we expect -- we had a high level of probability -- we forecast a high level of probability. For the products in the clinical stage of development, we require the successful conclusion of a clinic -- of Phase III clinical trials. [ Mr. Kegel ], you would like to know what internal developments we support to possible blockbusters so that the spending on third-party research will be limited? Our research and development strategy in our Pharma business is based on a number of different pillars. This includes our own research and development organization, but also licensing, acquisitions, partnerships, platform companies and holdings in companies who are working on promising technologies at a very early stage. Now in our view, the most important criteria is medical and commercial benefit of new therapies and not necessarily what their origin is. Asundexian is an extremely promising drug in a late phase of clinical development. It was developed in Wuppertal. And if the studies -- the trials are successful, we forecast peak sales potential of more than EUR 5 billion. Now you asked about family planning for women? And you asked which opportunities we believe there are that the company's [indiscernible] will be in relation to other companies as well? And also, which organizations have an impact on governments, religion and local politics? Bayer's commitment for the access to voluntary family planning takes place in a network of a number of different stakeholders. These include, in addition to philanthropic and also government, international, academic and private organizations with whom Bayer works today. Coordinating on this with local partners is a particular significance because they know what the demands are locally on the ground, which means that the German Red Cross and Bayer recently introduced a training program for reproductive health. And this operates via the Red Cross company network globally and is active in humanity missions. This example shows that you don't always need high investment in order to have a positive impact. Even if funding from a public and a private organization that will be necessary. Mr. Schuster, you asked about the dependence of China in terms of pharmaceuticals? We do not believe that there is any dependency on the market opportunities here. In the financial year, Bayer generated around 8% of its sales in China for pharmaceuticals. This was around 16%. And now I will hand the floor to my colleague, Rodrigo Santos.
Rodrigo Santos
executive[ Mr. Schuster ] so glyphosate will continue to play an important role in global agriculture for sustainable agriculture and in our product portfolio. At the same time, here in Frankfurt, we will continue to develop the new weed control [ measures ]. We have a new herbicide in our pipeline that has demonstrated effective control on key resistant grasses in research, and we expect to launch that product by the end of the decade. With that, I'll pass back to Werner.
Werner Baumann
executive[Interpreted] And we want to answer the rest of the questions. We want to ask whether Bayer will make a contribution to countering the negative impact of climate change, the Paris Climate Agreement and also the objective to 1.5 degrees Celsius compared to the pre-industrial levels? The target initiatives has checked the targets and has confirmed our contribution to fulfilling this agreement. The objective is that up to 2050 or earlier across the entire value chain, will have a net of zero greenhouse gas emissions. Now at the end of 2029, we expect that our own -- the event will be increased by 22% compared to 2019, which will equate to 1.5-degree reduction and is also in line with the Paris agreement. By the end of 2022, our own emissions were reduced by 19.6%, which was quicker than for achieving the 1.5-degree target. Mr. Schuster asked about the target share price for Bayer? In our opinion, the current share price does not reflect the value of Bayer AG. If you compare it to external analyst estimation to capital market to see if there's clear potential because the target share prices of many banks are among the actual share price. This development are to continue, if you look at the good operational performance and the good development of our drugs in the pipeline. And since we're handling the litigation issues. Dr. Arnold, you asked about the labeling of carpeting and packaging with regard to PFAS? Per- and Polyfluoroalkyl substances are a group of several thousand substances which due to their unique physical, chemical and other properties are used in many everyday products. Our product portfolio includes [indiscernible] agents and medications, which have to be labeled, and we cannot, therefore, comment on this. Dr. Arnold, you asked about the PFAS going into The Huron River due to a report from WDR. There are no specific limits from the authorities because there's no regulatory binding definition of them. This is currently being developed at an AU level. But we believe that the approval of fluorochemicals into the Huron is permissible, and we are far below the permissible levels. [ Mr. Esique ], asked about the crop protection agents allowed in Brazil? Just because something is not allowed and you does not say anything about its safety, there are many regulatory authorities around the world that are strong and robust, and they are all there to protect the environment and human beings. In countries of the global South, there are different conditions than here, and there are any more pests. For instance, locust plagued in Africa and Asia or the spread of worms in Africa, but this is a threat that our agriculture in the U.S. is not -- in the EU is not familiar with. In other parts of the world, they endanger people's lives and the crops there would be destroyed without these in order to protect consumers in the EU. There are limits for crop protection agents, and they're based on scientific knowledge. If the approvable amounts left in the products are not above that level, they are absolutely safe for consumers. Now there is a current Greenpeace study going on, but we can say that the results of those are that not one single time did the levels go above EU limits. [ Mr. Esique ], you asked about the measures that Bayer is taking in Brussels, Berlin and Mercosur countries in order to move forward with the Mercosur agreement. For Bayer, free global trade is very important. And therefore, we are in favor of signing the EU-Mercosur agreement, Bayer in Berlin and in Brussels and also in Brazil because it's a member of the association there has been participating in meetings at which the EU-Mercosur agreement has been discussed in Brussels too. There are discussions going on with the General Director, DG Trade and DG Agri. So this is the last thing that I have to answer, and I'll hand over to Mr. Wolfgang Nickl.
Wolfgang Nickl
executive[Interpreted] Yes. Thank you. I just have 1 thing to add about the question asked by [ Mr. Craig ]. The question there was about the margin for the 3 different divisions has developed, adjusted for inflation. Pharma, well there was about EUR 600 million of incremental inflation effect compared to the previous year and not as we just reported, EUR 400 million? And on that note, I would like to hand back to Mr. Winkeljohann.
Norbert Winkeljohann
executive[Interpreted] Yes. Thank you, Mr. Nickl. Ladies and gentlemen, first of all, thank you to the members of the Board of Management, with their answers. I believe that they have comprehensively asked -- answered questions asked so far. We will now continue the discussion with the second group of statements and questions from speakers. Now before I move on to the next group of speakers. I would like to point out something about the rules of procedure. The discussion now has been going on for nearly 2.5 hours. Currently, there are 13 speakers that are still on the list. And I therefore like to announce that in 10 minutes, at about 5 minutes past 2, I will close the list of speakers. So I would like to request that those people who are going to speak now or who wish to speak, that they should now put their names on the list of people who wish to speak. Now due to the high number of people who wish to speak, I, as the Chairman of this meeting to ensure that the AGM goes in an orderly and timely fashion that the time limit will be 10 minutes for each and every speaker. The remaining speaking time will be shown to you on the monitor. Two minutes before the end of that time, it turns yellow. And when the 10 minutes are up, it turns red. So on that note, I would like to move on to the list of speakers. First of all, I would like to ask [indiscernible] to speak to us. And I would also like to ask [ Mr. Matthias Gabler ] to prepare to speak after that. After that, [ Yves Gleeson ]. So [ Mr. Giebel ], the floor is yours.
Unknown Attendee
attendeeChairman, ladies and gentlemen, in the compensation report, well, there have been a number of comments on it so I will be very brief here. I have the impression that everything that's not going according to a plan is not counted as part of your normal business activities. And therefore, I would like to request that you tell me the 3 biggest items that are taken out of your ordinary business activities and the amount for '20-'21, '21-'22. Please also name the 5 biggest items with the corresponding amounts for the years 2022, 2021 and 2020, which are not in -- which did not -- were not incurred in one of the previous years because if something is incurred more than once, then it is actually part of your normal business. Now the next point is about the development of the yield for shareholders. Please tell us the shareholder yield defined as the increase in value of the share plus the dividend payout for 2022, '21 and 2020. At the same time, tell us about the development of the Board of Management compensation. The total compensation of the Board of Management -- of the Management Board as a whole for those years and the increased rates in particular and all separately, the development of the overall compensation for Mr. Baumann. The backdrop to this question is if the shareholder yield is constantly going down, why do you increase the remuneration for the Board of Management, in particular, the remuneration for the CEO of the company? On the 1st of August, Bayer will be 160 years old. And in the 160-year history of Bayer, Mr. Baumann was the first CEO for whom shareholders have not expressed their trust. So we have a few questions for Mr. Baumann. Mr. Baumann, you're the biggest destroyer of shareholder value in the history of Bayer. You emptied the pockets of shareholders and filled your own pockets. And therefore, my question for you is this, to what extent will Mr. Baumann, after he leaves the company, receive remuneration for his contract going on to the end of April 2024, separate that down into one-off payments and long-term bonuses. Then after Mr. Baumann leaves the company, what additional long-term bonus payments will Mr. Baumann receive? How high is Mr. Baumann's retirement pay going to be? What will he be receiving there per year? And then what about other income that he receives? He's still relatively young, about 60 years old. So if he receives any other remuneration elsewhere, will that be balanced off against that retirement compensation? And please tell us the dollar or euro amount of the remuneration from -- for Mr. Baumann that Bayer AG will have to pay? My last few questions are about the amount of ongoing payments to employees of Bayer 04 Leverkusen Fußball GMBH. Bayer Leverkusen GMBH is held by intermediate companies and still a 100% fully owned subsidiary of Bayer AG, and therefore, it's a subject matter of today's event, today's AGM. So once again, my question is this, the amount of ongoing payments to people who used to work for that company. Let me just mention one name, [ Mr. Almond ]. Then it's noticeable that Bayer 04 Leverkusen Fußball GmbH in 2021 had a total of EUR 18 million payments for consultants. Please tell us how many millions of euros Bayer 04 Leverkusen Fußball GmbH paid in 2022 for consultants? And please also tell us the 4 biggest items? That is not the consultants, but the things that they consulted on. It's also noticeable that the management of Bayer 04 Leverkusen Fußball GmbH has 8 people on it. That's a high number, 8 people as far as I know in that Management Board. But I don't want to drop the gun here. So please tell us the number of people on the Management Board there, and please tell us the total amount of the remuneration paid to management of Bayer 04 Leverkusen Fußball GmbH in 2022 and 2021? And my last question about that subject is what is the situation with regard to the Supervisory Board and the Board of Management and their attitude towards the 50+1 rule for Fc Bayer 04? Thank you.
Norbert Winkeljohann
executiveThank you, [ Mr. Giebel ], for that question and that statement and the next speaker will be Mr. Matthias Gabler. And I'd like to ask then [ Yves Gleeson ] to speak after that. She will speak in English, and then Peter Clausing. [ Mr. Gabler ], you have the floor.
Unknown Attendee
attendeeThank you, Mr. Winkeljohann. First of all, let me say something ahead of time because you want to close the list of speakers at 5 past 2. That is after I have spoken, I'd just like to point out that it also has to be possible to ask follow-up questions because if I can only answer my question -- ask my question now, I don't know the answer, so I have to be able to ask a follow-up question. So that, of course, has to be possible. I'm going to talk about the company. The share price is very low. There's a lot of room for improvement. Let me remind you that in 2015, we were at about nearly EUR 150 and now it's EUR 60 share price. Now of course, this is not a great level. So I would like to ask the Board of Management to tell us 3 reasons why we should still keep holding this share and maybe even buy now at that level. And what are the 3 biggest risks on the other hand, that you see that could be reflected in the share price, I could ask you, for instance, what role does Monsanto still play as pressure, downward pressure on the price? Now in Germany and around the world, you want to be climate neutral in the future, where are you today? And by when are you going to try to achieve that across the entire supply chain? How many square meters of property do you have in Germany? And what are the average or the general market levels? I'm talking about hidden reserves. Give us a general idea of that, what about the need for improving these companies in the next 10 years. How are you going to handle these things because private people have to also fix up their houses how are you going to do that? I'm talking about property? Have you paid all of your property taxes on time? How much was it? What are the 3 highest and the 3 lowest values and are they -- have you received the initial statements from the tax authorities? And are you going to be asking to change any of those? And then what about people working at home prior to the pandemic? And now how has that changed? What is the maximum for Bayer that you could achieve? And then with regard to employees and recruiting, let me say, are you seeing clearly that there's a change now in recruiting people because people here are trying to achieve different work-life balance in the past. People -- companies were able to select the people they want work -- to work for them. And now people are saying they select the company they want to work for. So what changes have you already noticed here? And then the compensation report for the Board. We have seen this in the federal because that -- now actually, the company should be at the -- in the focus. As far as I know, there's only 1 member of the Board that -- for which this has been checked, who determines these monthly reports, the monthly amount sent to members of the Board. And the question to Mr. Winkeljohann is, well, I would like to hear this for the individual Board members. It would be enough for Mr. Baumann and Mr. Nickl to say that for themselves. They say, well, I get so and so much. I don't mind whether it's a few thousand more per month. And then give us the average remuneration for each individual on average, and this in Germany -- and is it Germany? Is it around the world, too? And how is that spread across the different levels? I'm talking about the range of gross income, EUR 0 to EUR 30,000, EUR 30,000 to EUR 60,000, EUR 60,000 to EUR 90,000 and then above EUR 90,000 to EUR 120,000, EUR 150,000 and above EUR 150,000 per year. Please give us the spread there. How many [ work council ] members do you have in Germany? And what was the highest income? And let me mention Volkswagen here. And to what extent have you taken into account the legal decisions on this changed your situation as a result of it. I won't go into the details there, you ought to be familiar with it. Now how about you in Germany? What is the 30-kilowatt hours of power worth and I'd be interested in comparing that to private individuals. If it's too high, companies would have to leave Germany because power is too expensive. Do you purchase your own power in part from [ Lipsey ]. Last year, in [ Lipsey ], there was even some negative power prices. Not only did you get it free, you were paid to take the power. Were you able to benefit from that? If so, to what extent? Will you take advantage of the energy price break, and how are you going to proceed here or how have you proceeded in that regard in the past? Then the overall risk in percentage as part of your risk management system since the beginning of the pandemic, how has that changed, probably seriously deteriorated. And in the current fiscal year, what are going to be the 3 biggest decisions in this regard. What are we talking about specifically? And how about the investments? How much? Then the HR ratio increase and what you expect in 2023 as a result of inflation and thus higher wage demands. We're seeing in the news every day, 10% to 12%. That's what the unions are demanding on the average. Are you going to see this reflected in your prices? Will we be able to pass that on. Then the measures for IT safety taken in the year under report? And what did that entail? What was it about? And what concrete learning effects and improvement effect, were you able to take from hacker attacks, general answer is, of course, sufficient because you don't want to give us the details of that, but what about data security for people working more and more from home or from abroad? How can you ensure that so that is -- if your people don't work in your offices. And then let me ask you this, in companies do you use any Huawei technology and cell phones and how are you dealing with that problem? And then the argumentation about the virtual AGR? If the AGM is going to make a contribution to cutting climate emissions? Well, I doubt that. But what about the airplane trips and the company cars for managers and how high were they last year? So actually, the members of the different Board should start by saving before the shareholders are asked to save climate emissions. Mr. Winkeljohann, did you come here by train or how did you get here? We know that you don't live here. Now let me ask you about the attendants. Have you reserved premises to hold your AGM in 2024. If not, we assume you're going to have a virtual AGM. I just have to say a virtual AGM is just c***. I'm sorry to have to say that. Let me report -- let me mention this that you are record holders. In the end of the '90s, you were the biggest AGM in the world, more than 25,000 participants in the -- in Cologne in the trade show buildings there. And so it would be acceptable to move back to face-to-face meetings because you won't definitely have that many people there again. So tell me how many shareholders dialed in, the highest number, how many from abroad and how many shareholders took part in the last phase of AGM meeting? What are the costs going to be for this year's AGM and break them down according to the biggest items and how big were the cost -- how have the cost for the last face-to-face meeting, it's interesting to know about this. Shareholders vote with their feet, Mr. Winkeljohann, Mr. Baumann, look at the number of participants, you see how low that is. Shareholders have already decided, they do not want to have anything to do with your virtual AGM and on the base of the cost, once again, how high were the cost per shareholder participating ultimately. So virtual AGM per shareholder participating is much more expensive than a face-to-face meeting. And then tell me about the activities that are currently going on in Russia and how you're dealing with them and how you want to move forward? And then your investor portal, I missed something there. And Bayer staff has something that's very praiseworthy and it's called demanding gifts because that means you would at least have some sort of gift that would be much closer to what you have at a face-to-face AGM, tell me about how many people have signed -- have registered? And how can you break them down according to the different decades; ages, 0-10, 10-20 and so on and so forth. And how many shareholders do you have on board that are 100 years and older. Now what about the Board of Management? What was the biggest success in the past fiscal year for you? And what does the Board of Management think are the 3 biggest problems right now? And maybe you could give us that information too, that would be nice. And then Mr. Winkeljohann, I don't want to have to make a motion for -- on a rule of procedure. So I have a question about the list of participants, make that available to shareholders as you must. I think what you're doing is just [ praising ], and there's just a tiny little window that opens up and you can adapt it to your whole screen, but it doesn't help much. And I don't see the cover page there. So how many people are represented, percentages, attendants and so on. There's a lot of room for improvement. Mr. Winkeljohann, please have a look at it yourself or your people should look at that and you can contact me, and I can tell you exactly what I think that is worth complaining about. I see you're switching to red now. So yes, can you finish up? Yes, I am finishing up Mr. Winkeljohann because I can't speak any faster now. And I think it's terrible for all shareholders. I'd like to finish now, I thank all the people who worked all year long for the company, giving their best. And I would like to say to the shareholders and people and administration and on site. Thank you for your attention. Thank you very much.
Norbert Winkeljohann
executiveThank you, [ Mr. Gabel ] for your questions, and thank you for having remained within your time allotment. The next spokesperson or speaker rather is [ Yves Gleeson ], and I'd like to ask Peter Clausing and [ Regina Zhang ] to be on the ready. Yves Gleeson, the floor is now yours, madam.
Unknown Attendee
attendeeGood afternoon, ladies and gentlemen, Bayer executives and shareholders. My name is Yves Gleeson, and I am here to ask a question on behalf of ShareAction, a responsible investment charity and other interested and concerned investors. Today, I would like to ask you about your approach to biodiversity. The ongoing biodiversity crisis is already having severe social, environmental and economic consequences from poor public health and human rights violations to crop failures and natural resource pollution. As a central part of the industrial food system, pesticide use is helping to drive biodiversity loss and must be addressed. The pesticides industry must commit to phasing out the production of harmful synthetic pesticides and adopt a robust strategy for radically reducing their impacts on biodiversity. The recent adoption of The “Kunming-Montreal Global Biodiversity Framework at COP15 by all 196 parties to the convention on biological diversity sets a specific target on addressing pesticides. This indicates the need for companies to act now to reduce pesticide production, use and their impact on biodiversity. Indeed, Bayer representatives attended COP15 in December. In line with the global biodiversity framework, will Bayer commit to phasing out the production of harmful synthetic pesticides and adopt a robust strategy for radically reducing their impacts on biodiversity? ShareAction would welcome a meeting with you to discuss this further.
Norbert Winkeljohann
executiveThank you very much, Yves Gleeson. Before moving on to the next speaker, as I mentioned, at 2:12, I'm going to close the speakers list. And of course, I will hand the floor to those shareholders who have registered by then. This brings me to Peter Clausing. Afterwards, [ Regina Zhang ]. And then I'd ask to -- I'd like to ask Marius Stelzmann to be on the ready. Please go ahead, sir.
Unknown Attendee
attendeeLadies and gentlemen, shareholders, members of the Board of Management and of the Supervisory Board. I'm Peter Clausing from the Pesticide Action Network, and I'm speaking as a proxy of the coordination against Bayer, I'm just 1 of the proxies actually. I'm a toxicologist by training, and I'm very familiar with the harmful effects of the active agent that I'll be talking about here. 2 years ago, we criticized the fact that certain active agents, which in the EU are deemed forbidden for environmental and health reasons are used by Bayer Crop Science in other areas of the world. Back then, the response was to go to the website and I quote, if we believe it's reasonable, we will voluntarily take products off the market. That referred to the very toxic [indiscernible] and the gene toxic, carbendazim, a fungicide that is contained in a lot of products. Products with other active agents that are forbidden in the EU continue to be sold by Bayer Crop Science including the example I mentioned, Thiacloprid, in the EU as carbendazim which was taken off the market by Bayer is classified as being harmful to reproduction. So it's not just gene toxic, but also reproduction toxic. It endangers the child in the womb. And this is a danger classification that is not compatible with the laws in the EU. Because of this and due to the groundwater risk disposes, this is forbidden globally. However, Thiacloprid containing products are still in Bayer's portfolio such as in India, in [ Ireland ] and [indiscernible] and in Mexico, in [ Calypso ]. I have 1 request for Mr. Baumann. Please do not repeat the argument that in the Southern Hemisphere, there are different climatic conditions, and therefore, different pesticides and even more pesticides have to be used in those regions than in the EU because when making reference to this circumstance, you have swept under the rug that there's another side to the coin and that is the much higher exposure of humans in the Southern Hemisphere due to lower standards, lack of monitoring of nutrition and food stuffs and also due to the higher exposure of people working in agriculture who -- which is expressed in 385 million diseases due to pesticides. And a lot of these acute poisonings due to pesticides occur in the -- excuse me, Southern Hemisphere. And before you have severe poisoning, the exposure has to be much higher than you have assessed in your risk evaluation in the EU. Thiacloprid in the EU, due to its reproduction toxicity, is banned. There is a section in the Mexican data sheet, where this is actually not even mentioned. Therefore, in the security data sheet, the allegation that is made that the classification of -- that is in line with the Mexican standard is false, whereas other lesser hazards are mentioned. The classification is H360FD, which means that it cannot do damage to a fetus in the womb and that is not harmful to reproduction. Therefore, I have some questions. What criteria does management apply to determine when they believe it is sensible to take products that are harmful to health off the market. Second, what measures is the company taking in order to ensure that the security leaflets in all countries are in line with the standards. Third, does management intend to remove Thiacloprid containing products and Thiacloprid itself out of its portfolio in order to accept responsibility for human health. I therefore ask all of the stakeholders to vote along the lines of the suggestions of the coordination against Bayer, and that is not to ratify the acts of the Board of Management. Thank you for your attention.
Norbert Winkeljohann
executiveThank you for your submissions and questions. This brings us to [ Regina Zhang ] and then I'd ask Mr. Stelzmann and Mr. Jenny to be ready. Mrs. Zhang, the floor is now yours.
Unknown Attendee
attendeeThank you, Mr. Winkeljohann. Ladies and gentlemen, stakeholders, shareholders, I'm [ Regina Zhang ] from the Association of Endangered Populations. We're in an international human rights organizations and we work together with indigenous people the world over. I would like to speak about Brazil today. Here, soybean harvests occupy a lot of square acreage. This square acreage is expanding. These harvest areas expand into regions where people live. Some communities live just a couple of meters from these fields. There, agents against undesired insects and weeds are used. And irrespective of the people that live in the vicinity, these fields are sprayed by aircraft. And that means that step-by-step, these villages and townships are dying off due to pesticide contamination, a lot of indigenous people don't have any access to clean drinking water. The health ramifications are apparent. They have respiratory diseases, gastrointestinal diseases, are no longer able to have children and sometimes give birth to children with deformities. Now these burdens apply not just to the rural areas, but also to cities. This applies to Rio de Janeiro and also 1,300 further communities where these pollutants have found their way into the groundwater and into their drinking water. We are against this. A large portion of these active agents is exposed including highly poisonous pesticides. Some of these products are no longer licensed in the EU. We have spoken with Bayer representatives at the beginning of this year. We were told that the company didn't believe that anything needed to be improved, that the crop protectants were in line with high safety standards and that they were sprayed according to high security standards. We are informing you about these incidents of poisoning, but we haven't received a response, although we were promised one. Minimum distance of 500 meters must be maintained to residential areas when spraying these crop protections. Very often, this is not complied with. How can you ensure safety if these crop protections are sprayed on fields once a week by aircraft? On top of that, due to weather conditions and the wind, in particular, you cannot predict exactly how far the crop protections are sprayed. Who is standing up for this? Nobody. This is why I'm asking you where you as Bayer are assuming responsibility so that the local population doesn't suffer from these poisonous active agents. Last but not least, my dear shareholders, I would like you to approve all of our countermotions against the ratification of the actions of the Supervisory Board and the Board of Management.
Norbert Winkeljohann
executiveThank you, [ Mr. Zhang ] for your submission. This brings us to Marius Stelzmann, after which I would like to ask [ Marco Jenny ]to be under ready and then [ Matthias Wolschmidt ], could you be on the ready as well. Mr. Stelzmann, the floor is yours.
Marius Stelzmann
attendeeHello. My name is Marius Stelzmann. I'm the Managing Director of the coordination against Bayer dangers. Since 1978, we have been monitoring and documenting the business practices of Bayer. And we give a voice to people who are damaged by Bayer products. As mentioned earlier today, there is no way around the glyphosate issues, problems and litigation. In 2023, this is a particular year for this issue because finally, the decision that has been deferred for years as to whether to remove glyphosate from the European market will be taken. At the end of the year, a potential expansion of the license for glyphosate in the EU will be ruled upon. It is high time to reach decisions on such products. We want to demonstrate to the Board of Management of Bayer how detrimental the continued production of glyphosates and other pesticides will be for the environment and the capability of Bayer if it continues to produce these products and agents. The consequences are dramatic. In North and South America, glyphosate products are being used in large quantities for a long time. And here, in the harvesting regions, people suffer frequently from cancer. On top of that, a lot of babies are born with deformities. Given that glyphosate also act as an antibiotic, it weakens the microbiome of humans. And on top of that, all resistance increases, and therefore, dosages have to be increased permanently. These negative effects also occur in Europe and Germany, albeit to a lesser degree. But it's not just glyphosate, other pesticides in which Bayer plays a major role in distribution and sales have deleterious effects. The global distribution of acute unintentional pesticide poisoning is an association that has conducted an evaluation of this. Throughout, Bayer has a market share of 15%. If you look at this share, you come up with 750 million -- 750,000 people who have been negatively affected the world over through these products by Bayer. And of course, they are mostly located in emerging and developing countries. In Southern and Southeastern Asia and North Africa, we have the largest share of these people living. In Venezuela, Nicaragua and Argentina, we also have high rates. Many pesticides of the Bayer Group are -- that are sold in the Southern Hemisphere are banned in the EU due to their risks and dangers. Therefore, Bayer in Brazil with Carbofuran [indiscernible] Endosulfan, Oxadiazon [indiscernible] and Tyrone is selling 13 poisons that are not licensed in the EU. In South Africa, there are 8 substances, Carbofuran, Oxadiazon [indiscernible] pyroxasulfone, [indiscernible]. And on the Mexican market, there are further substances that are also banned in the EU. [indiscernible] and glufosinate that is marketed by BASF in the rest of the world. Spirodiclofen, imidacloprid and Clothianidin have been removed from the market after the study. In Africa, they limit themselves to imidacloprid and Clothianidin. And in Mexico to 1 other agent. Business with pesticides is deleterious to people around the world. This should be a reason to exit this business. But unfortunately, Bayer only wants to maximize its profits. On top of this very topical problem, Bayer has to deal with processing its past. In April, the Bayer Group achieved a turnaround in the way it deals with its Nazi past or at least it announced that it established a foundation and decided to dedicate it to IG Farben. 80 years after the Nazi regime, this was long overdue. Carl Duisberg in 1925, in IG Farben created of the biggest organizations, which was instrumental in bringing the Nazi regime to power and enabling the World War. On top of that, the actions of IG Farben and the Bayer Group that was integrated in IG Farben enabled the Holocaust and the development of war planning. In order to put the candidness of the Bayer Group on a test bench, the Bayer must excuse itself for all the harm it's done to people as a result of the war and their beneficiaries and younger generations. Bayer has declined to do that so far. This would be a good platform for this. In 1995, in the United States, you almost excused yourself at least in respect of the forced laborers that were murdered by IG Farben. Elie Wiesel said at an event -- excuse me, declined to attend an event that was held by Bayer because Bayer declined to address the history. Helge Wehmeier then made a call and offered to express an apology for the happenings of the past. Before 1,800 people, the CEO declared that Elie Wiesel and all other affected people were going to be apologized, too. The corporate headquarters in Leverkusen, however, did not follow suit. They argued that Bayer had already made an apology and that Mr. Wehmeier just had a personal opinion that he was representing. Independent researchers were always denied access to company archives after the fall of the wall. Certain archives still remained under lock and key. Bayer needs to make a turnaround here and make a complete apology to all of the people who have been affected as well as their beneficiaries and surviving dependents. I have the following questions based on my submissions. First of all, for the Board of Management, when will the production of glyphosate be stopped completely? Secondly, will you apologize for victims of the crimes committed by IG Farben? And thirdly, I ask all shareholders to join us in not ratifying the actions of the Board of Management or the Supervisory Board.
Unknown Executive
executiveThank you, Mr. Stelzmann for these submissions and these questions. This brings me to [ Marco Jeni ]. And after that, I'd like to ask [ Anna-Marie Botsky ] to be on the ready and also Matthias Wolfschmidt. [ Marco Jeni ], the floor is now yours.
Unknown Attendee
attendeeI'd like to take a warm welcome to everybody, shareholders. My name is [ Marco Jeni ], but that's not really relevant. I'm a vegetable farmer in Switzerland. I'm speaking as an authorized representative for the Coordination of Bayer Dangers. And also...
Unknown Executive
executiveI apologize we assume to have lost the audio here. The connection appears to have been lost. I assume we'll move on to the next speaker, and then we will go back to [ Mr. Jeni ] later on. So I suggest we now move on to [ Anna-Marie Botsky ]. [ Ms. Botsky ], the floor is yours.
Unknown Attendee
attendeeMy name is [ Anna-Marie Botsky ], and I'm speaking today on behalf of the consumer organization, foodwatch, and also as an authorized representative. I am speaking on behalf of all consumers who were concerned about poison, which is on the tomatoes and apples. But let me emphasize, this is about more than simply pesticide residues on fruits and vegetables. Imagine the following. You're going through the supermarket, you pick up some flowers and bread and some cereal. These products currently are also produced using pesticides. This is a lucrative but an equally destructive business of Bayer. But the group doesn't seem to care how much biodiversity is destroyed by the use of pesticides. Now even if they fixed -- even if a -- even if widespread extinction has started in the world already, why is Bayer destroying biodiversity? Without reducing the use of pesticides, we will have a food crisis in Europe. Now this is not a radical environmental activist but Frans Timmerman, who is the Vice President of the EU Commission. Pesticides are not a threat. Pesticides are threats to our security because in order to produce healthy food, we require pollinating insects and intact nature. Only if we completely phase out pesticides will we be able to enjoy fresh water, healthy soil and protect pollinating insects. This is why foodwatch, in conjunction with the Deutsche Umwelthilfe is taking legal action against the use of pesticides. As a first step, we have filed a formal objection for the Federal Office for Consumer Protection and Food Safety. Further to Roundup, if the objection is denied, then foodwatch will also introduce judicial consequences. One thing I'd like to emphasize is how important and groundbreaking this step is because, thus far, the federal government has prevented environmental organizations from objecting against the launch of pesticide products. But in November 2022, the European Court of Justice decided that a ban on a class action against these product launches and the [ contriving ] law. We were against all. We are against the launch of all products, which may have a negative impact on the food chain and on pollinating insects. Now pesticides are not in a future proof. It's probably just a question of time, in fact, until the political and legal decisions are made to withdraw these products from the market. So I have a question for the Board of Management. How are you preparing for these steps? What alternatives are you working on in order to make the company fit for the future? We need lots of fields with lots of insects so that people in 50 and 500 years can be eating healthy food. Companies such as Bayer, whose business is based on destroying insects, will not have a future. I thus request that shareholders vote against the ratification of the actions of the Board of Management and the Supervisory Board.
Unknown Executive
executive[ Ms. Botsky ] and also Ms. [ Jeni ], we'll now move on to Matthias Wolfschmidt. Mr. Wolfschmidt , the floor is yours.
Matthias Wolfschmidt
attendeeLadies and gentlemen, my name is Matthias Wolfschmidt. I am the Head of the Aurelia Foundation in Berlin. We represent the interest of biological diversity and of bees. I'm speaking as an authorized representative. Ladies and gentlemen, the EU Commission has found that in the EU even today, we are facing a crisis amongst the [ vast ] population of pollinating insects. 1 in 3 bee and another pollinating insects are threatened by extinction. Why is this important for all of us? The reason is 80% of crops are dependent on pollination by insects. The extinction of such insects can lead to a huge food crisis even here in Europe. So for you as shareholders in Bayer, it's very important because Bayer is aware that a number of Bayer products contribute to the extinction of pollinating insects. Klaus Kunz, who is the Sustainability Officer by Bayer Crop Science, I'd like to quote him. Recently, in an interview, he said the following, "People said that our products are damaging for bees. And our message was, our products are safe for the environment, if they are used according to the instructions on the label and the packaging inserts. But if you consider for a minute, insecticide being safe for the environment, this must be a joke because it's designed to ensure that it's not safe for the environment." End of his quote. Neonicotinoids such as Confidor or [indiscernible] by Bayer threaten pollinating insects. Roundup, this has also been mentioned today, is one of the most widely -- more or less widely sold products, and it also has a negative impact on people's health and the health of insects. Now for future generations -- in 2019, the independent Sustainability Council was not changing anything to this end. Future viability is -- will only be possible for Bayer if it stops practices, which have a negative impact on the environment and stops using -- producing these pesticides. So what time -- what is the time line for Bayer, as Bayer said itself, for stopping the sale of -- production and sale of chemical synthetic pesticides worldwide? As long as Bayer does not -- continues to employ such business practices, Bayer cannot consider itself to be a sustainable company. I'd like to request that the shareholders for all of the proposals votes with the Coalition against BAYER-Dangers and vote against the ratification of the actions of the Board of Management and Supervisory Board.
Unknown Executive
executiveThank you very much, Mr. Wolfschmidt. Thank you very much for your statements. Now we still have [ Jan Pierka ] and also [ Margaret Rose Puka ]. I hope that I'm pronouncing the name correctly. I would now like to ask [ Jan Pierka ] to make the statement. That's not [ Jan Pierka ]. I believe this is [ Margaret Rose Puka ]. Is that correct? If so, then you have the floor. We look forward to hearing what you have to say.
Unknown Attendee
attendeeMy name is [ Margaret Rose Puka ], and I am speaking on behalf -- as [indiscernible] representative, I am the -- few people who have been damaged by Duogynon. Now a lot of the shareholders will be familiar with this product because it used to be a pregnancy test that was ingested and it was a hormone-based pregnancy test. It wasn't a product that was produced by Bayer AG, but rather, it was a product that was produced by Schering AG. And the Bayer, when it acquired Schering AG also adopted the rights and responsibilities of Schering for this product. We've been at a number of AGMs, which we actually traveled to in person, and we complained that this pregnancy test damaged the embryos in our bodies. A number of families were heavily impacted by this, and a lot of them don't even know that they have been affected. Our children will -- if you are a father or if you're a mother, you'll be heavily impacted if your child is affected. Our children were affected. The product was sold between 1950 to 1981. So the children who were born then are not children anymore, but those are the children who survived it and who were not aborted or died. A lot of them died after the -- or the pregnancy are also stillbirths. And this has got [ another amount ] of suffering for this world with multiple deformities and disabilities. Now so far, Bayer hasn't disputed any responsibility for this. And so the question is that so far, nobody has ever spoken about the ingredients. If you look at the pharmacokinetics, this is something that was being completely neglected, and Duogynon is one of the few drugs that was on the market. It's certainly one of the only ones I'm familiar with in which nothing is said about the pharmacogenetics or kinetics. It's a sexual steroid, which, for decades now, has been scientifically proven to have a negative effect. And it was approved as a pregnancy test at early-stage pregnancies. And also, this is during a phase during which when you have [ exogenosis ], you have deformities taking place. Thus far, it's been disputed that the 2 ingredients, estradiol and norethisterone, have an impact in a number of different ways on DNA. And the fact that they can have an impact on DNA, this has been known since 1953, in fact, once we decoded DNA. So which means that it should have been known that the substances do react with DNA and cause these deformities, which means it was irresponsible at the time to fail to withdraw the product from the market. The problem that we had is that we were required to prove, but nobody assisted on this, but we were forced to prove that these substances at which we use did actually cause these deformities. Now we asked a number of different people, and nobody was willing to help us, the reason being that we weren't able to deliver the proof because we did not have any chemistry training, which is why for years, decades, in fact, we were betrayed, and our families, our children continue to have to suffer. Fortunately, we have found a chemist and a doctor. He was the only person who has demonstrated how the substances, which are used, damage the DNA and the people affected, and it happens in a number of different ways. However, even and right up today, the health institutions, such as BfArM and also the Ministry for Health in Germany, we received incorrect information. They lied to us. And Mr. Oelrich, we sent a message to Mr. Oelrich. And here, we sent him the entire chemical examination. It's been under his ownership. Since May last year, we have not yet received a response from him. He was required -- I wanted him to send me a response to show how electrophile and nucleophile and the reactions, how this does not apply. So how we manage is to deactivate the laws of nature for this process. We have not received any response to this. If we do not receive a response, and I think that no response is a response. It just means it is simply accepting the state of affairs. So we've done this report, all the proof together, and we have published a book which is now available on the market. The book is called deformities, but let me just see if it's in the camera, Deformities Caused by Pregnancy Tests: The Duogynon Scandal. It's 212 pages. And here, you can find the medical explanation of what was known in decades, previous -- what experiments were done, what type of scientific experiments were done and basic research to this end, how we were lied to. And then you can also find a chemical description of how in 5 different ways, these substances can damage DNA. And it's terrible that the pharmaceutical company has not accepted this but has simply said, examinations, investigations took place, experiments took place, but it did nothing. It's experiments conducted in science, the results of which are evident, and there is proof in law as well. With this book, we do have concrete proof. Duogynon continues to be a legacy issue. So we have a question for you. What are you going to do? Once you have read the book, because you can read it at any time you wish, when will you approach the victims? And when will you finally provide adequate compensation to the victims to take into account the duration of the suffering, which is, in some cases, decades, and each victim has suffered in a different way? So the people with no [ call ] of their own have suffered. How do you intend and when do you intend to compensate the victims? So we expect to have sufficient compensation for the time of suffering and the suffering itself. So I would like to know when you will approach the victims with such an offer. I would like to say thank you very much for your understanding and for your attention. And a question -- or a request to the shareholders, please vote with the CBG's proposals and refrain from ratifying the actions of the 2 Boards who have lied to you for so long. And any of you, it could have affected any of you, any of you shareholders. Do not ratify their actions. Thank you very much.
Unknown Executive
executiveThank you, [ Ms. Puka ]. We now have, I think, 4 more people who would like to speak on the list. First of all, we will hear from [ Marco Jeni ]. We just heard from him, but there were some technical issues. And then I would like to ask [ Jan Pierka ] to speak after him. After him, Marius Stelzmann. So first of all, [ Marco Jeni ] has the floor.
Unknown Attendee
attendeeI will try again. I'm sorry for the technical problem there. My name has already been mentioned. I would like to say hello to all the shareholders, too. My name is [ Marco Jeni ]. I am a vegetable farmer in Switzerland. I'm speaking on behalf of Coordination BAYER-Dangers. And I'll be speaking on behalf of Alianza Biodiversidad from Argentina and the March Against Bayer and Syngenta from Basel, Switzerland. I'm also speaking to you from Basel because Basel is one of the headquarters of agricultural chemistry. This is the headquarters of Syngenta and Bayer Crop Science, which is responsible for Europe and Asia and Africa. And for this reason, I would like to once again talk about Roundup, in particular, the activation glyphosate. Now it used to be a blockbuster for Monsanto, and now it is one for Bayer. This so-called plant protection agent, it's actually a plant killer agent, has led, to a great extent, to the terrible reputation that Monsanto has. And now it's very, very topical again because at the end of the year, the EU will be discussing further licensing or approval for glyphosate. Then the European Commission has stated that glyphosate -- or will state that glyphosate is carcinogenic or not. At the same time, a lot of people who work with glyphosate or live around the field where it's used, and very often, they know exactly what it can do for you, shareholders. We have talked to [ Hector Begonia ] from Alianza Biodiversidad, and he has reported on this for you. He has reported that for peasants and farmers, in particular, there are more and more cases of cancer. Argentina has 200 million liters of glyphosate use per year. It's the country with the highest consumption of glyphosate per capita in the entire world. Unfortunately, this has terrible consequences in different on-site studies. They showed there's even a doubling or even a tripling of the risk of cancer in rural populations in Argentina. Part of that study was published this February 2023 in Clinical Epidemiology and Global Health, a tripling of the risk of cancer. This is actually crazy, and we should not just let that continue the way it is. Now there are other interesting results. Doctors treating leukemia have shown -- stated that most of leukemia amongst children is in children from these rural regions, actually were -- exactly where glyphosate is used and these crops are grown and Roundup, another pesticide from Bayer are used. Now with this Roundup or Roundup -- new Roundup topped with the highest glyphosate mix, while that was launched last December to make it more efficient. And with this Roundup, Bayer is making lots of money. Now Monsanto and now Bayer have been trying for years to call into question the studies made on the -- how damaging glyphosate is. The Pesticide Atlas of Heinrich Böll Foundation and all industrial studies on glyphosate have shown that glyphosate allegedly does not damage DNA in addition to that 3/4 on the contrast, so that's 3/4 of independent studies showed that it can be carcinogenic and damage DNA. And despite all of this evidence, the EU looks like at the end of 2023, it's still not certain how it's going to decide about further approval. And of course, Bayer is having an impact on the EU. They have the assessment group for glyphosate. It's just a lobbying group for further approval of glyphosate. And that means Bayer is up at the forefront of these -- all these lobbying efforts in Brussels. Now what I hear about all these studies and read these numbers, I think that Bayer actually doesn't really have to do this. This is a company that is very widely diversified. And after purchasing Monsanto and thus glyphosate, Bayer has taken over a huge reputational risk, which has been mentioned here several times, too. In my opinion, Bayer has the possibility of getting rid of this profitable but very deadly business with glyphosate, reducing it and transforming the company. So we demand, like my previous speaker, [ Markus ], did that Bayer stops producing glyphosate. They should stop their lobbying efforts in the EU and in South America and around the world. And we demand that Bayer should compensate for the damage to people and to nature. My questions are, therefore, about this. What role does Bayer play in the assessment group, glyphosate? And how much money does this lobbying cost? How can you ensure that these internal Bayer studies on the active agents in the crop protection agent are available for the public? And the risk -- or they don't discover any risk, how can we make all of this known to people around the world? I'm thinking of translations and so on. And I'd also like to know how you explained the huge differences between industry studies and independent studies by research institutions. Why do you think that the results are so completely different? And then last but not least, what do you think? In what time period could a transformation in the agricultural farming sector, in particular, for Crop Science, be achieved in order to eliminate damage for human beings in nature and also eliminate the danger to the reputation of Bayer AG and to keep it as small as possible? Thank you for your attention, and I'm happy that it worked technically this time.
Unknown Executive
executiveThank you, [ Mr. Jeni ] for that statement, and I will move on to [ Jan Pierka ]. And after that, Marius Stelzmann will speak. And after that, we will hear from the last speaker that we now have on the list, [ Iliana Fernandez Ferreira ]. [ Mr. Pierka ], the floor is yours.
Unknown Attendee
attendeeYes. Hello, ladies and gentlemen. My name is [ Jan Pierka ]. I am a journalist. And I'm -- again I'm on the Coalition Against BAYER-Dangers. Everyone is harmed by the war in Ukraine, but Bayer is benefiting from it. They have much more earnings as a result of it. They're benefiting from the high demand for food and prices going up. This is what it says in the annual report. It says the higher price levels and the thus improved income situation for farmers supported the sale of high-value crop protection measures in all regions above all for herbicides, that is, glyphosate, and it has had a favorable impact on the overall business of Crop Science. So the group is saying that they have had successful cost price management. And this successful cost price management is, however, an inflation driver. More and more experts are pointing out this phenomenon, and they are talking now much less about a wage price spiral but just about a profit price spiral. And [ Michael Fraiser ] from the German Institute for the Economy said and I quote, "Information is not driven by excessive wage demands but by extreme profits by big companies." And the European Central Bank has also noticed this phenomenon. And in their most recent monetary policy statement, they mentioned this, the EEC, the Director, Isabel Schnabel, said, I quote, "Some of the high inflationary pressure does indeed go back to the higher prices from companies". So my first question is this. Is Bayer prepared to pay windfall taxes for this excessive profit? In view of the higher profit and the good price/cost management, the remuneration report has also said that the Board of Management should have higher remuneration, EUR 7.8 million for the CEO and his other colleagues on the Board up to EUR 4.2 million. Now in full view of the fact that these average -- these amounts are for -- many times the average earnings of a person working for Bayer. And this is an affront to everyone working at the company, who is not on the Board, and it also increases the gap between rich and poor. So I would like to ask this of Mr. Baumann. How can you justify the huge spread of earnings in the group? And why do you think it is appropriate to earn 93 as much as a normal person working at Bayer, who is paid according to the collective bargaining agreement? Managers are earning millions, and this is done at the cost of human beings and the environment. This month in Australia, there was a trial that began. Thousands of women litigating, [ again, a show-up ] for their health damage caused by this. And in the new Bayer annual report, there are many cases like this mentioned. For instance, they talk about glyphosate and other pesticides too, dicamba, clothianidin and Imidacloprid last but not least, PCB and asbestos. But Bayer is still refusing categorically to assume responsibility for health risk or risks to the environment. Bayer always talks just about legal risk. In his speech this morning, Mr. Baumann stated that there are no safety concerns about glyphosate. And this is a big part of the problem that Bayer has. Bayer always only -- well, they don't react early when they hear about proof of -- risk of health risks. Bayer always only reacts when the health risk lead to legal risk, and that's why Bayer has all of these cases mentioned in their annual report under the title of Legal Risk, and they're not mentioned anywhere else. So therefore, I must say very clearly, PCB and asbestos are hugely dangerous. Clothianidin and Imidacloprid damage biodiversity, and glyphosate has some of all of this. It damages our health, it damages biodiversity, and it also damages the climate. Glyphosate is responsible to a great extention -- to a great extent for the Bayer greenhouse gas emissions, 300 million tonnes last year. And production of glyphosate, much energy is used. So my question about this is, is Bayer planning to make investments in more climate-friendly technologies at the plants in the United States? And then we're not just talking about greenhouse gas emissions. They had a poor environmental assessment last year, many other areas, too. So what about ozone-destroying substances and also organic substances? And in both cases, the annual report says India, the old plant there is being -- is responsible for that. They mention it every year, and they're saying, "Okay, well, refurbishment is taking place," but these refurbishment measures are never reflected then in the numbers. And in addition to that, sulfur oxide and dust are also increasingly emitted, and there's also more pollution to water. More phosphorous, more heavy metals and more inorganic salts are being emitted into water. This is the other -- the flip side to the coin of your economic success. What Mr. Baumann said this morning is not true. Sustainability and economic success are one of the same side of the coin. This is just not obvious from the numbers you're showing. And then in pharmaceuticals, well, you're always working for more success, but this leads to endangerment of patient security. It's not the only example of this. In addition to that, the security of supply is a problem in the past few decades. Bayer looked at the supply chain from around the world and stopping their own production and spreading their supply chain around the world. So that's why they always have trouble supplies. This year, [indiscernible], certain aspirin formulations, [indiscernible] gas are in short supply at pharmacies. And this is not something that's obvious, and it's not in line with the law because the German pharmaceutical law makes it mandatory for our pharmaceutical manufacturers, I quote, "to provide appropriate and continuous supply of the medicines," and Bayer could do this. They could set up their own production facilities here, but they're not doing it because it was cheaper to produce elsewhere. Then if you look at the medical basic supplies, well, Bayer is doing less and less there. They say, well, we're not doing any more research for women's health. Instead, Bayer wants to focus on health issues that no one or almost no one has because there's more money possible to earn there. These are things that other pharma companies are doing, too, and Stefan Oelrich, the Head of Pharma at Bayer said this, he said, "The trend is priorities will head toward highly specialized therapies." In this context, I would like to ask my last question. The former head of Bayer Marijn Dekkers once said that we've got to earn money with our products. And this means that not -- all of the medicines we need will be developed. And I'd like to say whether that's still true. Does Bayer still follow this model? Or do you want to change? Are you really thinking of doing -- producing medicine for everyone that everyone needs? That was my last question. And finally, I would like to ask the shareholders to vote with our coordination association and not ratify the Board's activities due to the facts that I have mentioned.
Unknown Executive
executiveThank you, [ Mr. Pierka ] for your statement. And next, we'll hear from Marius Stelzmann. And after that, [ Iliana Fernandez Ferreira ]. Mr. Stelzmann, the floor is yours.
Marius Stelzmann
attendeeHello, I'm Marius Stelzmann. We've just heard a submission from me. Now it's a great pleasure for me to be able to read out a statement to you by a famous environmental activist and world-renowned author. She bears the Peace Price of the German Book Landscape (sic) [ German Book Trade ], Margaret Atwood. "Hello. I'm Margaret Atwood. I'm an author, and I have been writing for a long time about environmentally related issues. I call on the shareholders to vote in favor of Bayer discontinuing production of a product that contains glyphosate and of glyphosate itself. Why? Because your health is at risk. Glyphosate is the herbicide most widely used worldwide. It can be found everywhere in our bodies and also in the bodies of our children. It is bad for your liver, for your kidney, for your digestion, for your reproduction organs, and it also harms the lives of numerous other animals and plants around the world. Despite the lobbying work of big chemical groups, and the pressure that is exerted by institutions, I am sure that you can do this. And I know that you have to do this. The objective of this all is something you know as well." That's the statement by Margaret Atwood. And I'd like to thank you for your attention.
Unknown Executive
executiveThank you, Mr. Stelzmann for having read off this statement, and this brings us to apparently the last speaker in this round. [ Mrs. Fernandez Ferreira ], you have the floor. Apparently, the speaker has not been able to dial in. So we are going to go ahead and start with the next round of answers. We'd like to ask the Board of Management to begin by answering the first of the questions in the second round. The first person will be Mr. Baumann, followed by Mr. Nickl and so on.
Werner Baumann
executiveI'll begin with answering the question by [ Mr. Gebler ]. [ Mr. Gebler ], you asked what's the biggest success for the Board of Management was in the past fiscal year. Well, in addition to overachieving the guidance, the Board of Management is extremely happy about the current transformation projects. [ Mr. Gebler ], you also asked about the 3 biggest problems. The 3 business -- biggest problems are in the macroeconomic environment. In addition to the geopolitical situation and uncertainties, we see the stability of supply chains and inflation-related effects as the main issues. We monitor the situation on a constant basis, and we're doing all we can to achieve our financial goals. [ Mr. Gebler ], you asked by when Bayer plans to be carbon-neutral. Well, Bayer wants to make sure that its own sites are climate-neutral by 2030. By 2050, Bayer plans to be at net zero along its entire value-added chain. This includes the supply chain. And this goal applies at the global level. There are no separate targets for individual countries. Overall, compared to the base year 2019, we have already reduced our own emissions, Scope 1 and Scope 2, that is, by 730,000 tonnes. In 2022, on top of that, we have saved 450,000 tonnes of carbon dioxide by purchasing certificates from climate protection projects with certified quality standards. And so doing, we've already reduced our own emissions by 30% on route to becoming climate-neutral or compensated for them. Permanently reducing emissions, take center stage in this. [ Mr. Gebler ], you asked about how we intend to proceed in Russia. We have stopped all expenditure in Russia and Belarus that is not in connection with the provision of indispensable products in the field of health and agriculture. This means that we stopped supplying nonessential products. All advertisements and all other advertising measures have been suspended. Investment projects have been suspended for the time being. We are not pursuing any further business opportunities in these countries. At the same time, we are aware of the voices that are calling for a complete stop to deliveries of all our products to Russia and Belarus. We understand these concerns because the war also opens up ethical issues for every company. Our position is clear. The Russia -- excuse me, the war instigated by Russia costs many fatalities every day. As a life science company, we have an ethical responsibility in every country in which we're active. To keep essential health and agricultural products from the civil population that are required to treat cancer or cardiovascular diseases, health projects for pregnant women and children as well as seed to cultivate food would just exacerbate the ramifications of this war. [ Mr. Gebler ], you asked about how many members of the Works Council in Germany have been relieved from their duties. As of the end of the reporting year, there were a total of 218 Works Council members, of which 62 had been relieved of their duties. You also asked about the system for compensating the members of the Works Councils as well as the highest gross annual wage. With respect to compensation of Works Council members, Bayer adheres to the provisions of the Shop Constitution Act of Germany. And what is applied is the compensation elimination principle, which means that Works Council members receive the same compensation as they did before taking office or before they were absolved of having to fulfill their tasks. The compensation of Works Council members that do not have to fill their normal tasks anymore as a manner of principle is in line with the components of compensation according to collective wage agreements. Works Council members do not receive indirect or concealed compensation, the size of the company, the position as the local Works Council member or as a member of the general Works Council of the group, Works Council responsibility and the circumstance that the Works Council member is at the same level of management, et cetera, is irrelevant. The highest gross salary was EUR 142,281. [ Mr. Gebler ], you wanted to know how many shareholders have dialed into the ASM today during the peak presence and how many attended from abroad and how many attended the last in person. Well, there were a maximum of 2,009 participants, and about 7% followed the English stream. At the last in-person ASM, we had approximately a maximum of 3,340 people. [ Mr. Gebler ] asked why we don't have any presence for the shareholders. Well, here we are in line with our in-person ASMs and established practice of the most DAX companies. [ Mr. Gebler ], you asked whether in 2024, we will return to an in-person ASM and whether we have reserved rooms for this. Well, we have reserved rooms for 2024, but we haven't reached a final decision about the format of the 2024 ASM. The 3 largest investments that you asked about, [ Mr. Gebler ], in fiscal 2023 are the following: first, the establishment and operation of a phosphate mine in Soda Springs, Caldwell Canyon, U.S.A.; second, the construction of a production facility for tableted new products in Leverkusen; and thirdly, a multipurpose facility for active-agent synthesis of finerenone, and possibly further products are in the network in Wuppertal. [ Mr. Gebler ], you asked about our staff cost ratio in Germany. The ratio of our total staff costs in Germany relative to sales is at around 125%. You can see that in Germany at our headquarters and central functions, we have a lot of activity, and the personnel costs exceed our sales. And this encompasses the fact that a large portion of production is in Germany. Year-on-year, the personnel cost quota should remain stable. This is due to the collective wage bargaining agreement established for the sector. [ Mr. Gebler ], you asked how many shareholders are entered in the share register and how this breaks down to age groups by a decade and how many shareholders are 100 or older. There are 605,139 shareholders that are registered. However, we cannot make a breakdown by age groups in decade increments. The age of our shareholders is not of essential importance. We believe that it is much more valuable to break them down by geographic area, investment style, such as retail or institutional investors. [ Mrs. Gleeson ], you asked about the synthetical plant protection products that remain in our portfolio. You address the important issue of product safety of our plant protection portfolio. Before plant protection agents are launched on the market, it has to be proven that when used properly, they are not detrimental to human health and that they do not expose the environment to an unreasonable risk. For this, we need a license from the authorities that is regulated by numerous international and national laws. Chemical and biological plant protection agents are already subjected to tests with respect to their mode of action in the early development stage and also for the ecotoxicological properties. And we take these findings into account when we further development. And so doing, we do not pursue projects for the development of products or for single licensing of plant protection agents that are classified as Class Ia or Ib by the World Health Organization. We also renounced developing products that are not in line with the guidelines of the OECD for registering pesticides. Our portfolio currently comprises more than 300,000 applications of plant protections. We are obligated to review these applications successively with -- in relation to user safety. Furthermore, we regularly review products that we use in emerging and developing countries to make sure they comply with product safety regulations. If identified risks cannot be limited appropriately, we take them off the market. [ Mrs. Gleeson ], you also asked about the measures we are taking to protect biodiversity. Well, biodiversity is an interdisciplinary topic that applies to several areas at Bayer and our entire value chain. Center stage of our activities is taken, therefore, by the responsible handling of natural resources in order to preserve ecosystems, flora and fauna as well as genetic diversity, and Bayer is committed to the biodiversity convention of the United Nations, amongst other things. In planning new product sites, we make sure that these are not set up in protected areas. The largest drivers of biodiversity loss in agriculture are changes in land usage, climate change and environmental pollution. Tackling these problems is of decisive importance because the maintenance of a large biodiversity makes agricultural systems more resistant, also in connection with climate change. Against this backdrop, we have set ourselves goals of reducing greenhouse gas emissions in the field and the environmental effects that plant protection has by 30% by 2030, and we're making progress. For example, we're investing more than anyone else or any other sector in the development of new plant protection solutions with improved properties that replace older, less environmentally friendly agents. Based on the data of calculation for 2017 to 2021, we have reduced our own global environmental effects through plant protection compared to the reference value by 14%, mainly through changes in our portfolio of our plant protection agents in the last years. We also promote the concept of regenerative agriculture. The broad application has the potential to bring everything into equilibrium. [ Mr. Klausin ], you asked about the thiacloprid-containing products or rather the products that contain thiacloprid as an active agent. Products with the thiacloprid agent for many farmers around the world are important in order to protect their harvest. There are currently no effective alternatives to thiacloprid. Of course, the safety of our products is job one. Applying thiacloprid is safe for humans and the environment if it is used according to the instructions. For this -- or to this end and for many other plant protections, we conduct more than 1 million trainings worldwide especially in global -- in the Southern Hemisphere. We also offer digital trainings in 2022. Due to our offerings, the number of external training contracts was increased to more than 3.4 million, including some 2.7 million smallholders. [ Mrs. Zonc ], you wanted to know where Bayer assumes responsibility for exported plant protection. The safety of our products is always job one, in everything we do. Around the world, we conduct more than 1 million trainings, especially in the Southern Hemisphere. In 2022, we also offer digital training sessions. Due to the more flexible training offerings and the use of digital offerings, we increased the number of external training contracts worldwide to more than 3.4 million, as I mentioned before, including approximately 2.7 million farm holders -- small farm holders. That is in 2012. Bayer stopped selling plant protections that have been classified by the World Health Organization as extremely toxic. These are Class Ia and Ib in the WHO categorization. Since 2016, Bayer has undertaken to sell only those plant protections whose active agents have been licensed in at least one OECD country or where OECD equivalent data package has been compiled. Furthermore, there to be -- voluntary obligation we entered into in 2009, only to market plant protection in developing countries that comply with the regulations. And these are U.S.A., Canada, Brazil, EU, Australia, New Zealand, Japan and China. Mr. Stelzmann, you asked when we would stop producing glyphosate. Glyphosate is an important building block for farmers the world over to fight off weeds. Products based on this active agent is safe as I mentioned, if it is applied according to the instruction. Glyphosate will continue to play an important role in global agriculture and in the product portfolio of Bayer. Mr. Stelzmann, you asked whether we want to apologize to the surviving dependents of the victims of the IG Farben crimes. The issue of responsible handling of our own history with respect to the heritage of IG Farben is a topical issue at all times. As a responsible global player, we owe it to the victims and their surviving dependents to apologize and to live up to what we have done in the past. We cannot make anything done undone but we know that we [ saw ] the historic and ethical responsibility for the consequences. In line with our self understanding as a responsible company, we must make our contribution to ensuring that history doesn't repeat itself. Therefore, we want to make sure that memories never die, that we tell the story of the victims and that the perpetrators live up to the responsibility. In 2000, as a founding member, we participated in the foundation initiative of the German industry. The foundation memory responsibility and future established by the German government at the time continues to work. Although there are still very few contemporary witnesses, we still owe their surviving dependents a critical view at our history. The foundation of the Hans and Berthold Finkelstein Foundation forms the basis of all these measures and will ensure the consistency and continuation of these activities. [ Mr. Klausen ], you wanted to know the criteria that we apply to determine the safety of our products. Before a plant protectant can be licensed, it goes through a process that lasts for more than 10 years in terms of research and development, which includes an extensive safety review. Bayer is oriented towards the rules established by the legislator as well as international standards. Since 2012, we have no longer sold plant protectants that belong to the Ia or IB WHO category. Furthermore, we have withdrawn licenses for agricultural plant protectants that are Class Ia and Class IB. Since 2016, we have been selling only plant protections, the active agents, of which have been licensed in at least one OECD or for new active agents where a package has been compiled in an OECD company -- country. [ Mr. Gebler ], you asked about the 3 biggest risks that can affect the share price and what role Monsanto plays in this. In the opportunities and risks report, we report the following categories as being high: social and macroeconomic trends, regulatory changes, research and development, ability to supply and IT. The specific legal risks can be gleaned from Note 30 legal risks in the financial statements of the Bayer Group. [ Mr. Pierka ], you asked what Bayer's position on surplus profit is and then being tax. Of course, we pay our taxes in line with applicable statutory regulations. Higher profitability already translates into higher taxes and additional surplus profit tax, therefore, isn't necessary. [ Mrs. Botsky ], you asked what alternatives we are developing to pesticides. Let me tell you this in response. All of our plant protectants go through an intensive scientific licensing procedure and, when applied properly, are safe to the user, the environment and the consumer. In the future, chemical plant protectants will remain important in order to feed a growing world population. Today already, we are leveraging the potential of innovations. For example, the possibilities of digitization through which farmers can apply plant protectants in a very precise manner. A further example is innovative seed that is more resistant to environmental effects and undesired pests. This can reduce the use of plant protectants. Biological plant protectants are gaining relevance. We are the market leader in this field. And in the future, we will launch a number of innovative products in this field on the market. [ Mr. Jeni ], you asked about the role Bayer is playing in the assessment group of glyphosate. In the assessment group on glyphosate, we have a unification of the responsible authorities of the 4 EU member states: France, Hungary, the Netherlands and Sweden. It acts as a rapporteur within the scope of the ongoing relicensing processes for glyphosate in [Audio Gap] in order to achieve climate goals. This includes Americans -- the American sites, Soda Springs and Luling. Additionally, Bayer has introduced a CO2 price of EUR 100 per tonne in order to promote climate-friendlier measures. By 2029, on top of that, 100% of our purchased electricity should come from renewable energies, which will reduce emissions at the Soda Springs and Luling sites. That brings me to the end of the questions that I have to respond to, and I'd like to hand back to Wolfgang Nickl.
Wolfgang Nickl
executiveI'll start with [ Mr. Gebler ]. [ Mr. Gebler ] asked about the cost of the virtual ASM 2023 and to give a breakdown of the largest cost items. Now the cost of this year's ASM came to a total of EUR 2.2 million. The biggest items were the event transmission and back-office technology, including personnel costs, as well as the mailing costs for sending out the ASM documents. The cost of the last in-person ASM were around EUR 3.5 million. [ Mr. Gebler ], you asked about electricity costs. The market price currently averages around EUR 125 per megawatt hour, so 12 -- in megawatt hours. So EUR 0.125 cents per kilowatt hour. You asked about whether Bayer would actually leave Germany due to high energy costs. At the moment, we see no reason for this because it does not ever threaten with staying here. You also asked whether Bayer would use Huawei telephones and how we deal with the issues surrounding Huawei. Now there are very few Huawei mobile devices being used Bayer, less than 0.1% in fact. Now these are used as part of our bring-your-own-device scheme and are the property of our employees. These devices use the Android operating system and are used in accordance with the Bayer standard method for Android and mobile devices. Data loss and unauthorized and outflows of data is not possible with this safeguarding technology and makes us independent of any hardware manufacturers. [ Mr. Gebler ], you also asked about data security with more people working from home or working from abroad and how data security can be guaranteed if people no longer come into the office like they used to. Data security is a very important topic at Bayer for conventional in-person working and also for teleworking from home for example. We have a very high standard which apply, and they are examined for the different deployment scenarios have been implemented accordingly, which means that for the use case specified, we have a high level of security and safety, which is continually being monitored and enhanced when necessary. [ Mr. Gebler ], you ask whether we continue to buy power via the power exchange in Leipzig. We purchased from our power suppliers who source their power from renewable facilities of the market. This could be from a power exchange, but it doesn't necessarily have to be. You also asked whether we have taken advantage of the energy price break introduced by the government. The requirements for active utilization of the energy and gas price break are so restrictive in their structure. Thus, they do not apply to us just like other industrial companies. [ Mr. Gebler ], you asked about the cost per shareholder for a virtual with an in-person ASM. At this year's virtual ASM, the cost per shareholder amounts to around EUR 1,293, and in in-person ASM, the one we had in 2018, the cost per shareholder amounted to EUR 1,650. [ Mr. Gebler ], you asked whether all of the property tax declarations have been filed on time and also asked about the highest and lowest blend values, including the locations. You also wanted to know whether we had received these statements, [indiscernible] how much we'd have to pay them, whether they've taken effect and whether any objections have been filed because [indiscernible] which we'd have to pay and whether they've taken effect and whether any objections have been filed because of this. 485 property tax declarations were filed by the deadline or with a requested deadline that was approved. The highest values, land values were EUR 7,000, EUR 2,500 and EUR 2,000 per square meter in Berlin, and the lowest values per square meter were EUR 10 in Leverkusen and EUR 15 in Bergkamen and EUR 25 also in Bergkamen. Around 20% of our second declarations have now been adopted by the authorities. In individual cases, we check whether a lawsuit or an objection taking into account the cost of these measures is appropriate. [ Mr. Gebler ], you asked about the surface area of our real estate portfolio in Germany as well as the book and the transport value. You also ask about our [ central ] reserves. The total surface is 21 million square meters and 2.4 -- for the [ plots ] with 21 square meters, 2.4 million square meters of buildings. The book value as of the 31st of the 12/2022 is EUR 1 billion, and the repurchasing value as of 31st of 12/2022, was around [ EUR 61 million ]. Fair value for investment property comes in at around EUR 340 million. [ Mr. Gebler ], you asked about the overall sum for management, the fees paid to the managers of Bayer 04 Leverkusen football team in 2022 and 2021, and it was around EUR 4 million in each year, respectively. [ Mr. Gebler ], you also asked about the measures pertaining to IT security for the fiscal year. You've also asked what we had learned or any improvements were that we could derive from hacker attacks. Our IT security measures are focused on comprehensive improvement of security of devices, services and cloud solutions. We continue to employing new approaches for identifying risks, for example, based on data analyses and machine learning. And Bayer continuously has mandatory and optional training courses as well as awareness programs based on IC security in order to raise awareness to this topic amongst our employees. Around 7% of our IT budget is spent on cybersecurity, which corresponds to a low 9-figure sum per year. And these expenses are at the upper end of our peer group spending. We observe -- we keep an eye on -- attentively on the cyber attacks that take place elsewhere, and we exchange ideas amongst our peer group as well. And then we adjust our own measures where necessary based on this. [ Mr. Gebler ], you also asked about payments to Bayer 04 and the football club for consultants in year 2022 and also what the biggest consultancy payments were. Now in 2021, consultancy expenses were in lower 8 digits territory, and payments to player advisers was 1 of the 4 largest consultancy service payments. [ Mr. Gebler ], you also have asked about the amount of ongoing payments to an employee who had left Bayer 04 GmbH, Mr. Calmund. We do not have these payments, which means we do not pay any to Mr. Calmund. [ Mr. Gebler ], you asked about the number of members of management in Bayer 04 football club. We have Fernando Carro and Simon Rolfes as well as the people who are responsible for the different divisions of the company. Now in total, this amounts to 9 people. [ Mr. Gebler ], you also asked about our view on the exception to the 50-plus-1 rule for Bayer Leverkusen. As you know, this exception means that for around 20 years, it continues to apply and that it received significant support. Now this is certainly the case, too, with Bayer AG and its relationship with Bayer 04, and we continue to believe that this 50-plus-1 rule is adequate and appropriate [ Mr. Gebler ]. So [ Mr. Gebler ], you asked me to give you 3 reasons why we should hold on to an investment in Bayer shares or expand on an existing investment. Now firstly, in our view, and also the majority of our analysts, the current share price does not reflect the fair value of Bayer. We still continue to occupy leading positions in the markets in which we operate, markets which serve global megatrends and offer attractive growth and earnings opportunities. Beyond this, in all our divisions, we occupy key positions in research and development and for a long period of time now for decades. In fact, we have been bringing groundbreaking innovation in the important areas such as food and health care. Mr. Gabler, you also asked about the overall risk as a percentage as part of [indiscernible] management systems. And how would this change since the beginning of the pandemic? In our opportunity in risk report 2022, we recorded an increase in our risk situation compared to the prior-year report. This is primarily due to growing geopolitical risks, in particular, the war of aggression that Russia is waging against the Ukraine. In our 2021 report, we also saw a stable risk situation compared with the prior year for fiscal 2020. We registered a slight increase -- intensification of the risk situation compared with the prior year. Mr. Gabler, you also asked about energy renovations in our buildings over the next 5 to 10 years and asked what the percentage was of our real estate stock, had energy consumption value of 150, and how we would deal with this? The demand for NAG refurbishment of office buildings is reviewed on a yearly basis. And energy renovations was performed on our office buildings that will continue to be used. Because with an increasing use of home office, in general, we expect a reduction in the amount of office space, which is used. The share of offices, laboratories and production building stripped out, which had energy consumption rates to more than 150 kilometers -- kilowatt hours per square meter, is around 20%. And these office buildings are also subjected to the annual review that I mentioned. Mr. Gabler, you asked about the 3 largest items that are stripped out of our normal business activities for fiscal years 2020, '21, 2022. In year 2020, the 3 biggest one-off items in continued operations were due to the glyphosate lawsuits, EUR 10.5 billion; impairments for Crop Science, EUR 9.1 billion; and EUR [ 1.2 ] billion for actual litigations. For discontinued operations, there was a one-off income from the sale of the Animal Health business, amounting to EUR 5.1 billion. In fiscal 2021, the 3 biggest one-off items were EUR 3.5 billion for glyphosate litigations; EUR 0.9 billion of income for value appreciation in Crop Science; as well as EUR 0.6 billion as a one-off expense for mergers as part of our restructuring program by 2022. Now for 2022, we have an impairment in Crop Science, amounting to EUR 2.1 billion; PCB litigation, EUR 0.7 billion; and one-off income from the sale of the Environmental Science business, amounted to EUR 0.6 billion. These are the 3 largest one-off items. Mr. Gabler, you also asked about the 5 largest one-off items in fiscal year 2020, '21, '22, which had not occurred in any of the prior years. In the year 2020, this was the impairment of Crop Science, EUR 9.1 billion; the litigation of dicamba, EUR, 0.3 billion; and impairment on intangibles in the Pharmaceuticals division, EUR 0.1 billion; one-off expenses in connection with the sale of Currenta as well as the integration of AskBio, which amounted to EUR 0.1 billion. In year 2021, the 5 largest positions were one-off income from the litigation of division Pharmaceuticals, EUR 0.3 billion; income from the sale of a building, EUR 0.1 billion; EUR 0.1 billion in conjunction with the preparation of the divestment of Environmental Science business; restructuring expenses and also expenses connected to the renewable energies levy, each of which were less than EUR 0.1 billion. And for fiscal 2022, there were no significant one-off items, which had not occurred in any previous fiscal years. Now Mr. Gabler, you asked how many employees have their salaries that are included into the [ average ] comparison. You've also asked a quantitative breakdown of certain wage ranges that you specified for Germany. For the comparable employee [ compensation ] for 2022, 20,025 employees were factored in, who are explicitly working in Germany. Gross annual fixed income for these employees can be broken down as follows: For up to EUR 30,000, there were 324 employees; for an income of EUR 30,000 to EUR 60,000; 5,671 employees; for EUR 60,000 to EUR 90,000, 6,181 employees; EUR 90,000 and EUR 120,000, 4,077 employees; EUR 120,000 and EUR 250,000, 3,701 employees; EUR 250,000 and EUR 500,000, 68 employees; and greater than EUR 500,000 replies to 3 employees. Mr. [ Janne ], you asked how we can ensure the internal studies conducted at Bayer relating to active ingredients in Crop Protection products are transparent for the public? Now transparency is particularly important at Bayer, especially when they relate to the safety of our products. After transparency, we can build up trust amongst our customers and stakeholders in our products, which is why we're the first company in the agricultural industry to publish safety-relevant data on Crop Protection products and genetically modified crops and make them available to the public. On our transparency online platform, you can find a summary of scientific studies, the 32 of our active ingredients for Crop Protection products, which came about as part of the approval processes for European authorities for food safety. Here, you can also find toxicology reports and [ oxytocology ] -- toxicology reports as well as investigations about degradability of the active ingredients for Crop Protection agents. For our genetically modified crops, we have published the safety results on our website. Our open labs allow insight our scientific work that we do in laboratories and also to our field test facilities. Mr. [ Janne ], you also asked about translations. Now information is available in English, German and also in French. Mr. [ Janne ], you also asked about differences in industrial studies or independence that is conducted by research institutes. Regulatory studies for approval of Crop Protection products are based on a strict international guidelines for the Organization for the Economic Cooperation and Development, the OECD. This brings me to the end of my questions, and I will hand back to you, Mr. Winkeljohann.
Norbert Winkeljohann
executiveThank you very much, Mr. Nickl. Dr. Gabler, you asked about the amount of compensation, which is due to Mr. Baumann for his ongoing contract. Up to the 30th of [ 4/2024 ], money will be paid to Mr. Baumann with original -- this -- and we will also have the payments -- grace period compensation up to the 31st of May 2025 for the noncomplete cause as well as for guaranteeing the pension contributions, which were required up to the end of the contract. These payments will include pension payments up to the 31st of May 2025, meaning the pension payments will be effectively zero by then. Anything going beyond this will not be received by Mr. Baumann. The level of payouts cannot be determined without -- there are more calculations because the contributions for STI and LTI remain variable, and any figure that I would mention now would be deviated from in the future. And we would specify what this is in our compensation report. Mr. Gabler, you asked about whether a Board member calculates that the right monthly amounts are transferred to them? The calculation of remuneration is clearly reported in our compensation report and checked by the auditor. We cannot say whether the Board members actually check their wage statements every month. They are set to the Board members by our [ personnel ] departments. Mr. Gabler you asked about CO2 emissions of the Board or management vehicles and as well as those emitted by the flights of Board of Management. And how I got here to the ASM today, we were -- 370,000 kilometers were driven by Board vehicles. In 2022, CO2 emissions of the vehicles of the Board of Management came in at 34 tons. By 2030, we want to reduce our fleet from 26,000 vehicles wherever -- so we want to move it to electric vehicles wherever possible. In 2022, CO2 emissions for all flights taken by Board and management members amounted to 315 tonnes. Bayer offsets greenhouse gas emissions for all of its air travel, all of its staff, in fact, by buying certificates from climate protection projects with recognized quality standards. In the year 2022, this is 143,825 tons. I actually came here today with my company car. I [ actually ] traveled here because, yesterday, I was here for a preliminary discussion. I got here from the hotel to here on foot. Dr. Gabler, you asked about the amount of pension payments for Mr. Baumann, how much he's going to earn per year-end, and whether they will be set off against other earnings? You also asked about the cash value of the retirement pay that Bayer AG has to make provisions for. As of today, the annual pension payment will be about EUR 1 million -- EUR 1,016,000 as of the first of May 2024. This consists of his pension from Bayer AG, EUR 83,128 per month. And the pension from the Bayer Pension Fund, EUR 1,594 per month, and this can be calculated by -- with the accuracy of 95%, that is his fixed remuneration. As far as fixed remuneration and the basis for the calculation of his social security pay, if those change, they will have an impact on his annual pension payments. Mr. Baumann is treated as if he worked until the 30th of April 2024 for his pension payments. After the end of his contract of service on the 30th of April 2024, any contributions that have to be made will be set off against his remuneration payments. Components of Mr. Baumann's company pension can be set off against, for instance, indemnification for leave and severance pay for any time period, starting on the 1st of June, 2023. The pension payments however, will actually only begin starting in the 1st of June 2025. As of the 31st of December 2022, the cash value of the remuneration pension payments, according to IFRS, are EUR 18,554,000. And I hope that, that is an answer to this question. Now we will move on to Mr. Gabler, once again. You referred to the list of shareholders, and you asked how many shareholders are represented at today's AGM, the number? At that point in time, the number of shareholders represented then was announced when I first announced the attendance. I will give you the updated attendance just before we announce the resolution. Dr. Gabler, you asked about the shareholder yield defined as the increase in value of the share and added to that the dividends for 2021, '22 and also for '23. The shareholder yield for fiscal 2020 was [ 30.7% ]; fiscal '21, 1.2%; and fiscal '22, 6.2%. In addition to that, you asked about the development of Board of Management remuneration for that time period. The remuneration of the overall Board of Management and -- we took into account each or all of the members of the Board of Management who were on the Board the entire year. So in 2020, it was down by 61% compared to the previous year. In 2021, overall remuneration of the Board of Management, compared to the previous year, was up by 104%. And in the year 2022, it was down by some 17%. The remuneration of the CEO in 2020 was up by about 8% compared to the previous year. In fiscal 2021, the remuneration of the CEO, compared to the previous year, was up by some 43%. And in 2022, it was down by about 5%. You asked about the link between the shareholders yield and the remuneration of the Board of Management. The performance-based pay components of the Board of Management do not just depend on the development of the Bayer share price. However, the long-term component goes over 4 years, and it accounts for 45% and the larger share of the target direct remuneration of Board of Management members. Mr. [ Parekh ], you asked about how appropriate is to have such a widespread of wages and earnings at Bayer. If you look at all of the companies' index, what do you see is that these companies vary widely. Depending on the complexity of the business model and the international presence of the company, there are different management structures, different positions of the workforce and different collective bargaining systems. And this, of course, is reflected in the different vertical distinctions. Now if you take into account the different remuneration structures in different industries, we see that the vertical differences between companies, well, comparing them don't make sense. It's important, however, to ensure that in a company, you have a consistent and logical difference between the different hierarchical levels. If you look at them over time, and you have to look at the remuneration of the Board of Management, and make sure that it's logical if you compare it to the overall company. And we do get an idea about that every year, and I and the Board of -- Supervisory Board are of the opinion that this is definitely appropriate for Bayer. So that was the answer to my questions. And now I'd like to hand over to Stefan Oelrich again.
Stefan Oelrich
executiveThank you, Mr. Winkeljohann. Ms. [indiscernible], you asked about our former product, Duogynon. Bayer still says that the Duogynon is not a cause for embryo problems. In the '70s and '80, numerous reports and expert reports were made by numerous experts in many countries, including Germany, England and the United States. And this has never shown that there is a link between taking Duogynon and the embryo malformations mentioned or shown at the time. In addition to that, in England, the litigants withdrew their litigation. And in Germany, there were criminal investigations, but the criminal authority ended those. In addition to that, there's no new additional scientific knowledge, which would call into question the assessment -- the validity of the assessments made back then. Mr. [ Parekh ], you asked how Bayer makes it possible for patients to get access to its products. The entrepreneurial and social responsibility of Bayer -- well, these responsibilities go hand in hand. We would like people, no matter what their background or income is, to be able to participate in medical progress. And for this, we work in all regions of the world on programs and initiatives together with different partners. We are dedicated to our societies, and we think this is part of our -- we consider this to be part of our sustainability strategy. In the areas where we play a key role, we can also make major contributions to solution to global challenges. For instance, Bayer has stated that over long term, it will provide state-of-the-art contraceptives for global family planning as part of its focus on Bayer's sustainability strategy. The target is that by 2030, at least 100 million women in developing and threshold countries should have access to state-of-the-art contraceptives. With price strategies and programs, we are working on the affordability of our medicines, in particular, in countries with low to middle level incomes. In numerous countries, in which parts of the population do not have access to innovative medicines via their health systems, we have established accessibility for some of our products, Xarelto and Eylea. We have, what we call, patient access programs for this. And on that note, I have completed the answering of my questions. And for that, I'll hand over now to Rodrigo Santos.
Rodrigo Santos
executiveThe first question is about -- Mr. Claussen you asked that how Bayer guarantees the safety data on Crop Protection meets the necessary standards. In order to guarantee the safe use, Crop Protection products must be labeled. And we hold ourselves to the FAO criteria and the underlying of globally harmonized system, in short GHS. Those are the relevant and internationally recognized standards. [indiscernible] Schmidt, you asked about our chemical Crop Protection products. And if we plan to remove them from our portfolio? The answer is no. For every farmer, the need to protect crops and plant against diseases, pests and weeds is self-evident. And crop protection is essential to feed a growing population in times of climate change. United Nations Food and Agriculture Organization, FAO, estimates that between 20% to 40% of harvests are lost each year. Without modern crop protection products, these crops losses would be even greater. At Bayer, we offer a broad range of innovative chemical and biological crop protection products and digital solutions to help farmers around the world with the systematically relevant work they do. The next question is Mr. Janne, you asked about the time frame from the transformation of agriculture sector. Global agriculture and food season are facing massive challenges like climate change, water scarcity and loss of biodiversity. At the same time, the world's population continues to grow and millions of people suffer from hunger and poverty. As innovation company, we have been driving the transformation of agriculture for years. No other company invests as much in researching new solutions. This includes new environmentally friendly chemical crop protection agents, biologics, high-quality seeds and digital tools for regenerative agriculture. The next question is from Mr. [ Mattison ]. You had a number of questions about Bayer's growing glyphosate renewal group. Bayer is one of several companies that have submitted a joint application for the registration of active-ingredient glyphosate in the EU. Detailed information on the glyphosate renewal group and the companies that can be found the glyphosate renewal group website at www.glyphosate.eu. On this website, you can find it directly into the European transparency register and information on the activities and expenditures subject to the register. With that, I'll pass to Sarena.
Sarena Lin
executiveThanks, Rodrigo. Mr. Gabler, you asked how working from home has developed to date and what maximum number of remote working days will be possible at Bayer. Now remote working has long been established as a form of working for employees in the Bayer Group and was regularly used by many employees even before the Corona pandemic. As there's no regular surveys before the pandemic on the individual use of remote working, there's no statistics that can be shared. However, I could definitely tell you that employees whose jobs allow for remote working are now making greater use of this option than before the pandemic. As a company, it is important for us to find a good balance between working on-site and remote working. In Germany, we plan on average of 2 to 3 days of remote working for those employees who are able to. I think next question is also from Mr. Gabler. You asked whether we have noticed a significant change in employee recruitment in Germany in terms of work-life balance. Now at Bayer, we see work-life balance is an important component in retaining and attracting employees. At present, we do not see any significant changes in employment, recruitment in Germany, as we respond to different situations in our employees through a variety of offers. These include, among other things, flexible working hours and greater working facilities, offering a working time account and support with child care or care for close relatives. With that, I'll turn it back to Norbert.
Norbert Winkeljohann
executiveYes. Many thanks, Sarena. [Foreign Language]. And thanks to the members of the Board of Management for answering these questions. We've now answered about 130 questions. Well, ladies and gentlemen, there do not appear to be any more requests to speak. We've gone through the entire list of speakers. The Board of Management and I, for the Supervisory Board, have answered your questions. And we've answered all of your questions. Now since there are no more requests to speak, I can state that all these questions have been answered. I'd like to thank the speakers for their statements and the members of the company for their answers. I would like to thus end the discussion. Now before we move on to the votes, I would like to tell you about the updated attendance. You can have a look at the list of participants. If you go to our shareholder portal, click on the list of participants, the current attendance is as follows: of the registered share capital of the company amounting to EUR 2,515,005,649.92 divided into 982,424,082 non-par value shares, a total of 529,358,147 non-par value shares are represented with the same number of votes. And this corresponds to 53.88% of the registered share capital. In addition to that, we -- the company has received postal ballots for 79,256,586 non-par value shares. And as a result, we have votes for 608,614,733 non-par values, which corresponds to 61.95% of the registered share capital. And determining this attendance, 325 shareholders and representatives of shareholders were connected up electronically to today's AGM. Up until we determine this attendance, we can say that there were no postal votes submitted for 214,294 of them, nor were any proxies authorized in addition to that. I can tell you that about 2,500 people have been present at the virtual AGM via the Internet. Ladies and gentlemen, we will now move on to the voting. The shareholder representatives will be able to now hand in their votes by their proxies. In addition to that, any votes that were received by mail will be taken into account, if they were received on time. And I can, therefore, announce that we will soon have a break in the proceedings, as soon as we then continue with the AGM. Ending or rather voting or voting by proxy or changing your votes via the portal will no longer be possible. Ladies and gentlemen, the proposals for the vote by the Board of Management and Supervisory Board were sent -- or published in the German Federal Gazette on the 2nd of March. And you'll also find them in the invitation to today's AGM on the company's website. And therefore, I will not read out the proposed resolutions here. You are able to make countermotions and submit election proposals both before and during today's AGM. And as Chairman of the meeting, I would like to proceed as usual and first vote on the management proposals. If the respective solution or election proposal of management does not receive the necessary majority, I will then deal with the respective countermotion or election proposal. Otherwise, the adoption of the management proposal will make the respective countermotion or election proposal a moot point. With regard to the approval of the actions of the Board of Management and the Supervisory Board proposed by management, the members whose actions are to be approved have been informed that they cannot exercise voting rights for their own shares or for shares held by third parties and that this also applies to persons who hold proxies for their shares. Well, ladies and gentlemen, I now announce that at 2:10 -- rather at 4:10 p.m., I will announce the closing of the vote. Voting by absentee ballot and the issuance of proxies and instructions to the company's proxy holders as well as changes and replications in this regard will no longer be possible after the following break. For 10 -- I apologize, I said 2:10. Yes, the broadcast of the AGM will now have a brief break, and we will continue at 4.15. So we will have a brief break. [Break]
Norbert Winkeljohann
executiveLadies and gentlemen, it is now 4:15. And as announced, we'd like to continue with our shareholders' meeting. It is now no longer possible to make changes to your instructions or to submit absentee ballots. This has been taken into account, and I'd like to ask the notary public to take note of this. The proxies also then voted according to the instructions given to them on the individual agenda items. So now we're going to begin counting the votes. Absentee ballot will also be taken into account, and the time required for counting the votes will depend on the number of amended or revoked absentee ballots and authorizations as well as instructions to the proxies. We expect this will be efficient. It may take some time. But as soon as we have the results, I will announce these results to you. Until then, the Annual Shareholders Meeting is interrupted. Please bear with us. The notary public will be monitoring the counting of the votes. Thank you very much. [Voting]
Norbert Winkeljohann
executiveLadies and gentlemen, I now have the results of the vote, and I would like to resume the ASM. I would like to announce the results. The number of votes cast and the number of yes and no votes and abstentions will be displayed for each agenda item. The respective results will also be published on the website of Bayer on the ASM website. After announcement of the resolutions, the ASM will be closed, and that means it also concludes the time when objections can be filed against the resolutions taken by the ASM. I would like to announce the results of the Board. Item 1, the use of the distributable profit for the fiscal year. The voting at [ 606,447,879 ] shares, for which valid votes were cast. This accounts for 61.73% of the capital stock, which means 604,779,684 yes vote, which means 99.72% and 1,668,195 no votes, which is 0.28%. And we had 2,175,737 abstentions. That means the ASM has adopted the resolution -- the proposed resolution by the Board of Management and Supervisory Board as published in the Federal Gazette on 2nd of March, with a required majority, which brings me to item 2 resolution on the ratification of the actions of the members of the Board of Management. The number of shares, for which votes were cast, was 603,887,204, which corresponds to 61.47% of the share capital. We had 578,089,747 yes votes, which accounts -- which is 95.73%. And we had 25,797,457 no votes, which is 4.27%. And we had [ 24,569,599 ] abstentions. That means the ASM has adopted item 2, the proposed resolution by the Board of Management Supervisory Board as published in the Federal Gazette on the 2nd of March, with the required majority. And I'm very pleased that we have confirmed the confidence and trusted in the Board of Management. And I would like to congratulate you, Mr. Baumann, and entire Board of Management. Item 3, resolution on the ratification of the actions of the members of the Supervisory Board. We had 584,445,088 shares for which valid votes were cast, which is 59.49% of the capital stock. 550,476,532 yes votes, which is 94.19% and 33,968,556 no votes, which accounts for 5.81%. In addition, [ 24,164,631 ] abstentions were given. And the ASM has adopted agenda item 2 and the proposed resolution by the Board of Management and Supervisory Board, as published in the Federal Gazette on 2nd of March, with the required majority. Ladies and gentlemen, we would like to thank you on behalf of all members of the Supervisory Board for the confidence shown by this voting result. Number 4, Supervisory Board elections, the election of Professor Dr. Norbert Winkeljohann. Votes cast were 606,227,231 shares, which is 61.71% of the share capital. We had [ 482,312,658 ] yes votes, which is 79.56% and 123,914,573 no votes, which is 20.44%. In addition, there were 2,383,892 abstentions. The ASM has adopted agenda item 4 with the proposed resolution of the election to the Supervisory Board of Professor Dr. Norbert Winkeljohann, as published on the 2nd of March, with a required majority. And I would like to announce the results for Kimberly Mathisen. The votes cast was for 605,798,917 shares, which is 61.66% of the share capital. 575,950,474 yes votes, which is 95.07%. And 29,848,443 no votes, which is 4.93%. There were also 2,824,266 abstentions. So the ASM has adopted agenda item 4, the proposed resolution for the election to the Supervisory Board of Kimberly Mathisen, as published in the Federal Gazette on the 2nd of March, with the required majority. Ms. Mathisen, congratulations, and we're looking forward to the continued cooperation with you on the Supervisory Board. Dear shareholders, I should like to thank you for expressing the confidence in me and -- by reelecting me. And I will also continue to commit my -- to show my commitment to Bayer. Item 5, the approval of the compensation report. We had 506,388,509 shares, for which valid votes were cast, which corresponds to 51.54% of the share capital. 264,974,211 yes votes, which is 52.33%. And 241,414,298 no votes, which is 47.67%. In addition, there were 2,233,272 abstentions. On item 5, the proposed resolution of the Board of Management and the Supervisory Board, the ASM has adopted this resolution, as published in the Federal Gazette on 2nd of March, with the required majority. Ladies and gentlemen, with this tight result on the approval of the compensation report, we cannot be satisfied. And we will, therefore, review the compensation system until the next ASM and also show you the revised version of it for approval. We will also look at the reporting on compensation, and we'll also look at the requests made by investors and also conduct market benchmarks. Item 6, resolution on the authorization of the Board of Management to provide for holding of virtual ASMs, which means an amendment of Article 13 of the Articles of Incorporation. So we had votes cast for 590,595,493 shares, which corresponds to 60.12% of the share capital. 466,469,630 yes votes, which is 78.98%. And 124,125,863 no votes corresponding to 21.02%. In addition, 18,027,096 abstentions were cast. On item 6, the proposed resolution by the Board of Management and Supervisory Board, as published in the Federal Gazette on 2nd of March, the ASM has adopted this resolution with the required majority of votes and capital -- share capital. Item 6 (sic) [ 7 ], resolution on the ability of members of the Supervisory Board to participate in virtual ASMs by means of video and audio transmission, which is an amendment of Article 15 of the Articles of Incorporation. I would like to announce that we had 578,940,478 shares for which were -- valid votes were cast, which corresponds to 58.93% of the share capital. 450,519,865 votes in favor, which is 93.36% and 38,420,614 votes against, which is 6.64%. In addition, there were 29,682,450 abstentions. On Item 7, the proposed resolution by the Board of Management and Supervisory Board, as published in the Federal Gazette on 2nd of March 2023, the ASM has adopted this resolution with the required majority of votes in capital. Item 8, election of the auditor for the annual financial statement that of the auditor for the review of the half year and interim financial reports, if applicable. I would like to announce that the votes were cast for 606,840,603. This corresponds to 61.77% of the share capital. 604,835,043 votes in favor, which corresponds to 99.67%. And 2,005,560 votes against, which is 0.33%. There were also 1,782,499 abstentions. On item 8, the proposed resolution by the Supervisory Board, as published in the Federal Gazette on 2nd of March 2023, the ASM has adopted this resolution with the required majority. I would like to congratulate the gentleman of Deloitte. And this means so that all other countermotions have been rendered void by these election results -- by these voting results. Ladies and gentlemen, that means we have dealt with all items on the agenda. On behalf of the Board of Management and the Supervisory Board, I should like to thank you for attending this virtual ASM. I should also like to thank the employees who prepared the questions and answers, and I would like to thank all those who were involved in the preparation and organization of this ASM. Ladies and gentlemen, the next regular ASM of Bayer AG has been scheduled for 26th of April, 2024. I should like to thank you once again for attending this ASM and the interest you have shown in the company. At this point in time, I would like to say goodbye and wish you all the best. In particular, good health as well as a peaceful and, say, future. Have a nice evening. Have a relaxing extended weekend. And I should like to close the meeting at 4:52. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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