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Composition of the Supervisory Board

The Supervisory Board of LANXESS AG shall be composed in its entirety in such a way as to ensure qualified supervision and consultation of the Board of Management by the Supervisory Board. To this end, the German Corporate Governance Code recommends that the Supervisory Board should specify specific objectives regarding its composition and draw up a competence profile for the Supervisory Board as a whole. In its current composition, the Supervisory Board of LANXESS AG fulfills these objectives and completes the competence profile.

Professional competence and other requirements
The members of the Supervisory Board of LANXESS AG shall have the knowledge, skills and professional experience required to perform their duties. They are responsible for the training and further education measures required for their tasks and are supported in this by the company. The individual requirements for each member of the Supervisory Board are integrity, willingness to perform, professionalism and independence.

Independence
The Supervisory Board of LANXESS AG is to ensure independent advice and supervision of the Board of Management. All current shareholder representatives on the Supervisory Board are independent.

No member of the Supervisory Board has a personal or business relationship with the company, its governing bodies, a controlling shareholder or an affiliated company which may give rise to a material and not merely temporary conflict of interest. In order to further substantiate its independence beyond the requirements of the German Corporate Governance Code, the Supervisory Board states, for example, that no former member of the Board of Management of LANXESS AG is a member of the Supervisory Board. Furthermore, no Supervisory Board member has a family connection with a person who exercises or has exercised a management board or executive management function at the company or a Group company. No member of the Supervisory Board has a contractual service relationship with the company or its management personnel. Furthermore, no member of the Supervisory Board was a partner or employee of the auditing company working for LANXESS. In addition, the Supervisory Board does not regard any conflict of interest of one of its members as given which could jeopardise the independence of this member.

The Supervisory Board further assumes that the employee representatives on the Supervisory Board are also independent and that their independence is not affected by their activities as employees of the company or a trade union.

The Supervisory Board will continue to strive to ensure that all members of the Supervisory Board are independent and free of conflicts of interest.


Time availability
Each member of the Supervisory Board shall ensure that he or she is able to spend the time necessary for the proper performance of the Supervisory Board mandate and that he or she participates in at least 75 % of the meetings of the Supervisory Board and the committees in which he or she is represented. A Supervisory Board member who is a member of the Management Board of a listed company shall not hold a total of more than three Supervisory Board mandates in non-group listed companies or in supervisory bodies of non-group companies that have similar requirements. To the extent that it does not belong to a Management Board of a listed company, it shall not hold a total of more than five Supervisory Board mandates in listed companies or in supervisory bodies of companies with comparable requirements.

Age limit and term of membership
The Supervisory Board has set an age limit for the members of the Supervisory Board. Accordingly, the members of the Supervisory Board may not hold office longer than until the end of the Annual General Meeting following the completion of their eightieth year of life. The maximum period of membership of the Supervisory Board determined by the Supervisory Board, generally not exceeding three full terms of office (15 years), is also taken into account by all members of the Supervisory Board.

Competence profile
The members of the Supervisory Board of LANXESS AG should have the knowledge, skills and professional experience required to perform their duties. They are responsible for carrying out the training and development measures required for their duties and are supported in this by the company. In addition to the requirements that apply individually to each member of the Supervisory Board, such as integrity, motivation, professionalism and independence, the Supervisory Board as a whole should be staffed in such a way as to ensure that the Supervisory Board provides qualified supervision and advice to the Executive Board. The Supervisory Board of LANXESS AG has drawn up a competence profile according to which in-depth specialist knowledge and experience in the following areas should be represented: The following areas are covered: the chemical industry, in particular the international chemical industry, the management of major international companies, corporate governance / compliance, corporate strategies, major investments / M&A, the production, marketing and sale of chemical products, sales markets of importance to LANXESS, research and development, procurement of raw materials, energy and services, human resources management / co-determination, capital markets / investor relations, corporate financing, accounting and auditing, risk management and IT / digitization. When assessing the requirements placed on its members, the Supervisory Board also takes into account plant construction, which is important for chemical production, process engineering processes and LANXESS's customer industries, such as automotive construction. In its current composition, the Supervisory Board meets these objectives and completes the competence profile. The members of the Supervisory Board have the necessary professional and personal qualifications. In their entirety, they are familiar with the sector in which LANXESS operates and have the knowledge, skills and experience essential to the company. In its proposals to the Annual Stockholders' Meeting for the replacement of vacant Supervisory Board positions, the Supervisory Board takes into account the objectives for the composition of the Supervisory Board and at the same time strives to fill the competence profile for the full Supervisory Board.

Diversity
The overall composition of the Supervisory Board shall comply with the principles of diversity. LANXESS is a global company with a correspondingly broad customer and supplier base. LANXESS employees come from many different countries. That is why the Supervisory Board of LANXESS should also be made up of international members. Internationality should not only be understood in terms of a particular nationality. A different cultural background (ethnicity) also contributes to this. The decisive factors are intercultural influences and experience, which can be gained not least in the course of training or in professional activities. The Supervisory Board should therefore be interculturally open and have an understanding of international issues and interrelationships. Due to their different private and professional careers, the members of the Supervisory Board contribute a broad spectrum of experience and skills. The international activities of LANXESS AG and the different cultural backgrounds of the Supervisory Board members have been taken into account in the composition of the Supervisory Board to date and will continue to be taken into account in the Supervisory Board's election proposals to the Annual Stockholders' Meeting. Many of the experiences and skills of the members of the Supervisory Board were acquired through many years of work abroad or in dealing with an internationally oriented area of responsibility. The Supervisory Board of the Company is composed of members from three different nations (Germany, Netherlands, USA).

Diversity also means gender diversity. According to the Act on Equal Participation of Women and Men in Management Positions in the Private and Public Sectors, listed and co-determined companies such as LANXESS AG have a statutory minimum proportion of 30% women and 30% men for new Supervisory Board mandates that become vacant on January 1, 2016. Existing appointments - including those of substitute members - may expire until their regular end. Four women are currently represented on the twelve-member Supervisory Board of LANXESS AG. This corresponds to a share of over 30%. The company thus complies with the statutory requirements on gender diversity and will also take them into account in future appointments to the Supervisory Board.

Board Election Process
The Supervisory Board of LANXESS AG currently consists of twelve members. In accordance with the German Codetermination Act of 1976, it is composed of equal numbers of shareholder representatives and employee representatives. The shareholder representatives are elected by the Annual Stockholders' Meeting, the employee representatives in accordance with the provisions of the German Codetermination Act and its election regulations. The term of office of the members of the Supervisory Board is generally five years.

In the event of new appointments to Supervisory Board positions becoming vacant on the part of the shareholder representatives, the Nomination Committee is entrusted with the search for suitable candidates and makes appropriate proposals to the Supervisory Board. For its part, the Supervisory Board submits election proposals for new Supervisory Board members to the Annual General Meeting on the basis of the proposals of the Nomination Committee. The Nomination Committee and the Supervisory Board take into account the objectives for the composition of the Supervisory Board and at the same time strive to complete the competence profile for the entire Supervisory Board.