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Enalapril male tablet Bayer Schering Pharma (Nova Scotia) Inc. (CNSX) (TK) - (N/A) Berkeleyside ® News Monday, December 9, 2014 - 6:30 am Berkeleyside has learned with confidence a top level executive with Bayer had been suspended from his role as an unpaid advisor to the CEO of Bayer Pharma by his employer, following allegations of financial improprieties and unethical behavior. A recent article detailing allegations regarding the use of employee equity in an internal fund of the CEO was first reported by Berkeleyside in July. That article was subsequently updated with more details of the allegations. After an investigation of those allegations, the chief regulatory officer for Bayer, Robert L. McBride II, conducted his own review, which showed several specific instances of questionable use employee equity to support executive compensation. McBride conducted his review on July 24, and was presented with a set of allegations regarding actions by the then-CEO of Monsanto, Hugh Grant. McBride then suspended as an independent adviser to the CEO on same day, pending a full investigation, according to Bayer CEO Werner Baumann. McBride was suspended as an adviser on Aug. 17, according to Baumann. This decision has been taken out of a respect for his status as a corporate employee who does not have an independent decision-making capacity on these issues as he has not been involved in the investigation process, Baumann stated during a teleconference Friday. In the interim, Bayer Corporate Office has instructed McBride to continue advising Bayer on all issues related to corporate governance and financial matters. Listed in SEC filings as the independent advisor of CEO, McBride works out a downtown Palo Alto workspace, and also sits on the board of Directors Bayer Medicinals. McBride is one of the industry's most well-regarded figures in corporate governance and ethics. He earned the 2016 Corporate Responsibility Award from the Executive Board at UC Berkeley for his long service on the Board. An expert in the practice of ethical leadership, McBride previously headed the legal department at law firm Jenner & Block where he handled major litigation involving corporations in the financial sector. He held a variety of roles ranging from corporate, regulatory, and mergers acquisitions matters. In his post at Jenner & Block, McBride served as the Corporate Governance Officer for Group Practice and worked with clients in a number of legal and strategic areas. In addition to the ethical concerns associated with these issues, McBride noted the "consequences that are being contemplated" if there is a serious breach in these matters would result significant consequences for both the company and McBride. McBride is one of three independent directors who make up the Bayer Board. McBride could not immediately be reached for comment regarding the decision against him, though he was seen leaving a lunch at Applebee's 5:32 am. According to Bloomberg Businessweek, this week's investigation, conducted by McBride, also involved claims of executive compensation that were paid in an unusually fast fashion by Monsanto. It was unclear whether or not those allegations concerned executive compensation from the company as a whole. As reported by Berkeleyside in July, several companies have paid over $40 million in salary and bonuses just five months to executives responsible for the recent decline in Monsanto stocks. Monsanto had recently introduced a price-cut in the wake of lower-than-expected profit for the previous year. price drop was followed by multiple scandals, and resulted in the dismissal of company's Chairman and CEO, Hugh Grant, in early October. McBride served under Grant at Monsanto for 20 years and has previously worked at Bayer and Johnson Johnson. McBride had previously said that there were two "red flags" that he would raise in the investigation process which included issues of Monsanto's "pay-in-lieu-of-stock compensation program." Those issues include the number of shares awarded to executives. While McBride noted in his report, "Based on the number of shares available to Mr. Grant for compensation (as reported to the Board) and under applicable equity grant agreement, I do not believe Mr. Grant could have reasonably concluded a reduction in the number of awards to be granted without significantly impacting Mr. Grant's financial success as CEO." According to a report filed with the SEC on Oct. 22, Monsanto had granted about 25 million shares of Monsanto common stock and options to executives since January. Monsanto's executive compensation program includes a company-wide plan that awards options to senior management across the board. McBride, a member of the board directors at Applebee's, has not responded to requests for comment at this time.
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