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KEYCODE BAYER 402

Press Release, March 16, 2009
Coalition against BAYER Dangers (Germany)

Bayer´s Annual Shareholder Meeting: Countermotions Introduced

The //Coalition against BAYER Dangers// has introduced countermotions to Bayer´s Annual Stockholders´ Meeting in Duesseldorf/Germany. The Coalition and several environmental and social justice groups will discuss the proposals within the meeting on May 12. Main topics will be bee deaths, new coal plants on Bayer´s sites, hazardous pesticides, Bayer´s role in the economic crisis and Bayer´s efforts to block generic drugs. The company published the countermotions on their website today: http://www.asm2009.bayer.com/en/countermotions.aspx (“Download”).
The complete countermotions:

ANNUAL STOCKHOLDERS´ MEETING ON MAY 12, 2009

Countermotion to Item 2: The actions of the members of the Board of Management are not ratified

Reasoning: The BAYER Group continues to violate the rules of responsible corporate management. The Board of Management bears responsibility for this. A selection of the most recent examples:

For more than ten years, beekeepers have been pointing out that pesticides are a major risk for honeybees. BAYER maintains, however, that the toxins do not come into contact with the bees at all. In May 2008, there was a catastrophic spate of bees dying in southern Germany. The BAYER active ingredient clothianidin was detected in all the examined bees. The license for the product has since been put on ice in several countries, and in France, clothianidin did not even make it onto the market because of the risk to honeybees. Despite this, the BAYER Board of Management refuses to stop selling the pesticide, which would be the only way to protect the bee population in the long term (more information).

There have been several serious accidents in plastics production at BAYER over the last few years. BAYER now intends to significantly expand production of TDI and MDI at its Dormagen and Brunsbuettel sites. In both cases, phosgene is to be used as an intermediate product. Phosgene is a deadly respiratory poison that was used in the First World War as a poison gas.
Both TDI and polycarbonates could be produced without phosgene, and that would be the only way to reduce the risk to nearby residents and the workforce. However, BAYER has not developed such processes to the point where they could be used for production. As the plants have a service life of up to 35 years, the construction of new ones would mean that this high-risk method of production would remain with us for decades.

Despite the economic crisis, BAYER intends to raise the dividend. It is unacceptable that employees should be forced into short-time working, take compulsory leave and accept wage cuts while the stockholders make no contribution to overcoming the problems. Paying out over one billion euros to the shareholders and, at the same time, allowing 5,500 employees to suffer for the crisis is cynical. The Board of Management must be forced to throw its purely profit-oriented policy overboard in favor of an ecological and socially responsible form of management.

BAYER is suing the Drugs Controller General of India (DCGI) for having issued a license for the drug Nexavar to the company Cipla. In India, approval can be granted for generic pharmaceuticals even if the original substance is still patentprotected. The idea is that inexpensive substitute products can be launched onto the market immediately a patent expires. Both Indian laws and the international TRIPS agreement on the protection of intellectual property provide for such licenses for generics before a patent expires.
If BAYER won this lawsuit, it would have serious implications regarding access to inexpensive drugs. It would affect not only Indian patients but poor people all over the world, because India is one of the world's largest producers of generics. BAYER evidently wants not only to extend its own patent rights but also to create a precedent. This would delay the use of live-saving generics generally and threaten the lives of thousands of patients (see Health groups: Defend affordable drug treatment in India).

The BAYER Group continues to participate systematically in illegal collusion on prices. Recently, BAYER paid a fine of $97.5 million to the U.S. Department of Justice for the illegal payment of commission for selling glucose monitoring devices. BAYER had bribed eleven U.S. distributors of monitoring devices for diabetes patients to offer only BAYER products. The payments were disguised as advertising expenses.
The Coalition against BAYER Dangers has published a list of cartels involving BAYER, which can be found at www.cbgnetwork.de/2355.html. The list, which is inevitably incomplete, contains information on the payment of fines and the duration of the respective agreements.

Last year, BAYER agreed to cooperate with Cologne University in the field of pharmaceutical research. Richard Pott from the BAYER Board of Management was even elected to the Cologne University Council despite massive resistance by the students. Because BAYER refuses to reveal the content of the cooperation agreement with Cologne University, the conditions of this and many similar cooperation agreements remain in the dark. It is consequently unclear whether pharmacological studies carried out by Cologne University will in future have to be submitted to BAYER AG before their publication and whether undesirable results will be suppressed. The risk is that science will be complete subordinated to economic interests.

Countermotion to Item 3: The actions of the members of the Supervisory Board are not ratifiedfF

Reasoning: The Supervisory Board does not adequately fulfill its functions of overseeing the work of the Board of Management, and its actions should therefore not be ratified. Below are some examples of the irresponsible corporate policy that is tolerated by the Supervisory Board:

The BAYER herbicide glufosinate is toxic to reproduction and can cause deformities in fetuses. The active ingredient belongs to a group of 22 pesticides that must disappear from the market under the new E.U. pesticide legislation. Despite the proven risk for users and consumers, however, BAYER refuses to halt the sale of the toxic substance. At present, in fact, production is even being extended.
The risks emanating from glufosinate must also have consequences for BAYER's genetic engineering program, which consists almost entirely of glufosinateresistant seeds. Due to the hazards connected with glufosinate and also because of contamination of other plants by GM crops and the unclarified risks for consumers, BAYER must withdraw glufosinate-resistant seeds from the market. In particular, BAYER must withdraw its application for an E.U. import permit for genetically modified rice (New EU pesticide laws: Take Glufosinate off the Market immediately!).

The journalist Markus Breitscheidel worked incognito as a contract worker at BAYER SCHERING. He received an hourly gross wage of 6.24 euros. This pittance was embarrassing even for his supervisor, but he was unable to do anything about it because, he said, production costs had been put under massive pressure since the takeover by BAYER. Initially, contract workers were only hired in bottleneck situations, but they now represent the majority of the people working in the production plant. Numerous permanently employed staff lost their jobs and were then re-hired as contract workers at much lower pay rates. Scared by the negative publicity, BAYER tried to wriggle out of the affair by making a subsequent higher wage payment to Markus Breitscheidel.

BAYER continues to be involved in energy policy decisions that will torpedo climate protection over a period of decades. For example, a coal-fired power plant is to be built at the Uerdingen site that will emit 4.4 million metric tons of CO2 a year. It will be operated by BAYER subsidiary Currenta. New coal-fired power plants are also planned for Brunsbüttel and Antwerp. They will all run on imported coal from overseas.
Centralized electricity production in such gigantic power plants prevents any worthwhile use of the heat generated. More than half the energy produced in Brunsbüttel and Antwerp would simply be wasted. With an expected service life of up to 50 years, the new power plants would prevent a switch to environmentally friendly energy production for two generations. BAYER is thus nullifying its bold promise to "set new standards in climate protection" (Stop Climate-Killers).

According to a recent study, BAYER markets the largest number of hazardous pesticides. In the study by Greenpeace, the products from the five largest agrochemical groups, which account for 75 percent of the world market, were investigated on the basis of environmental and health criteria. 46 percent of the 512 pesticides sold by the companies investigated worldwide pose a particularly serious risk for man and nature.

BAYER endangers patients through dishonest advertising statements for pharmaceutical products. In the fall, for example, BAYER received warnings from the U.S. health authority FDA over its advertising for two Aspirin combination products. The product "Bayer Heart Advantage" had been marketed as a drug that enabled the reduction of fat levels in the blood and consequently lowered the risk of heart disease. The product "Bayer Woman's" was advertised as combating osteoporosis. No registration exists for either of these indications.
BAYER's aim with its Aspirin advertising is to position the product as a universal remedy that is best taken once too often than not often enough. In a current campaign, BAYER even describes Aspirin as a "wonder drug". In so doing, the sometimes serious or even deadly side effects of the product are swept under the carpet. Indeed, because of these side effects, Aspirin should only be taken regularly if advised by a physician (FDA Warns Bayer Over Claims on 2 Aspirin Products).