Independent Assurance Report

Independent Practitioner’s Limited Assurance Report on the sustainability information in the online annexes of the augmented online version of the Annual Report of Bayer AG 2015

To Bayer AG, Leverkusen

We have been engaged to perform a limited assurance engagement on the sustainability information marked with “limited assurance“ in the online annexes of the augmented online version of the Annual Report of Bayer AG, Leverkusen, (hereafter: the “Company”) for the period January 1, 2015 to December 31, 2015 (“Annual Report 2015 – Augmented Version”; hereafter: “Online Version”).

Management’s Responsibility

Company’s Management is responsible for the preparation and presentation of the Online Version in accordance with the criteria as set out in the G4 Sustainability Reporting Guidelines of the Global Reporting Initiative (GRI) (hereafter the “GRI-Criteria”) and for the selection of the information to be assessed.

This responsibility includes the selection and application of appropriate methods to prepare the Online Version as well as the use of assumptions and estimates for individual sustainability disclosures which are reasonable in the circumstances. Furthermore, the responsibility includes designing, implementing and maintaining systems and processes relevant for the preparation of the Online Version, which is free of material misstatements due to intentional or unintentional errors.

Audit Firm’s Independence and Quality Control

We have complied with the German professional provisions regarding independence as well as other ethical requirements.

The audit firm applies the national legal requirements and professional standards – in particular the Professional Code for German Public Auditors and German Chartered Auditors (“Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer“: “BS WP/VBP”) as well as the joint opinion of the Wirtschaftsprüferkammer (Chamber of German Public Auditors; WPK) and the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany; IDW): Requirements to quality control for audit firms (“Gemeinsamen Stellungnahme der WPK und des IDW: Anforderungen an die Qualitätssicherung in der Wirtschaftsprüferpraxis”: “VO 1/2006”) – and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Practitioner’s Responsibility

Our responsibility is to express an opinion on the sustainability information marked with “limited assurance“ in the Online Version based on our work performed.

Within the scope of our engagement we did not perform an audit on external sources of information or expert opinions, referred to in the Online Version.

We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information” published by iaasb. This Standard requires that we plan and perform the assurance engagement to obtain limited assurance whether any matters have come to our attention that cause us to believe that the sustainability information marked with “limited assurance“ in the Online Version has not been prepared, in all material respects, in accordance with the GRI-Criteria.

In a limited assurance engagement the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore significantly less assurance is obtained than in a reasonable assurance engagement. The procedures selected depend on the practitioner's judgement. This includes the assessment of the risks of material misstatements of the sustainability information marked with “limited assurance“ in the Online Version with regard to the GRI-Criteria.

Within the scope of our work, we performed amongst others the following procedures:

  • Obtaining an understanding of the structure of the sustainability organization and of the stakeholder engagement;
  • Inquiries of personnel involved in the preparation of the Report regarding the preparation process and the underlying internal control system;
  • Documentation of the processes and inspection of the systems and processes regarding the collection of the sustainability information as well as sample testing;
  • Site visits as part of the inspection of processes and analysis of selected data at the following sites:
    • Bayer HealthCare, Berkeley, USA
    • Bayer CropScience, Muskegon, USA
    • Covestro, Maasvlakte, Niederlande
    • Covestro, Map Ta Phut, Thailand
    • Niederrheinstandorte, Deutschlan
  • Analytical procedures on selected sustainability information of the Online Version;
  • Inspection of internal documents, contracts and invoices as well as reports.

Conclusion

Based on our limited assurance engagement, nothing has come to our attention that causes us to believe that the sustainability information marked with “limited assurance“ in the Online Version of the Company for the period January 1, 2015 to December 31, 2015 has not been prepared, in all material respects, in accordance with the GRI-Criteria.

Emphasis of Matter – Recommendations

Without qualifying our conclusion above, we make the following recommendations for the further development of the Company's sustainability management and sustainability reporting:

  • Further alignment of the sustainability reporting in consideration of the changing focus topics of a life science company;
  • Further development of the management approaches and their presentation in the integrated report;
  • Further focusing, improving and formalizing internal control systems at central level and at the level of individual sites.

Restriction on Use and Distribution

We issue this report on the basis of the engagement agreed with Bayer AG. The audit has been performed for purposes of Bayer AG and is solely intended to inform Bayer AG about the results of the audit. The report is not intended for any third parties to base any (financial) decision thereon. We do not assume any responsibility towards third parties.

Munich, February 25, 2016

PricewaterhouseCoopers
Aktiengesellschaft Wirtschaftsprüfungsgesellschaft

Hendrik Fink
Wirtschaftsprüfer
(German Public Auditor)

ppa. Pia Schnück