LANXESS worldwide

Corporate Website en | de

Asia

EMEA

Americas

Interactive Worldmap

Find all the contact information for the LANXESS sites worldwide

find out more
Contact

ANNUAL STOCKHOLDERS´ MEETING 2019

The LANXESS Annual Stockholders' Meeting will take place on Thursday, May 23, 2019 at the LANXESS arena, Cologne. According documents and information will be available on this website. In the meantime, you can access all the information about past Annual General Meetings here.

Stockholders' Meeting

I. Agenda - agenda item 7

7. Amendment to Article 12 (Remuneration for the Supervisory Board) of the Articles of Association

The current provisions of Article 12 of the Articles of Association stipulate fixed remuneration for the Supervisory Board plus performance-based, variable remuneration with a view to long-term Company development. The amount of the variable remuneration depends on the performance of the share price of the Company compared with the Dow Jones STOXX 600 Chemicals SM Index during a period corresponding to the standard term of office for the Supervisory Board members. The current evaluation period used to determine variable remuneration will end following the Annual Stockholders' Meeting in 2020.

In future, Supervisory Board remuneration shall be converted to fixed remuneration only. A conversion of the Supervisory Board remuneration to mere fixed remuneration reflects the general developments among large German stocklisted companies. The previous variable, performancebased remuneration, for which the relevant evaluation period will end following the Company's Annual Stockholders' Meeting in 2020, is to be cancelled. No other changes are to be made. The fixed remuneration shall not be increased despite the cancellation of the performancebased remuneration. The above conversion shall already be resolved in this Annual Stockholders' Meeting, but shall not apply until after the current regular term of office for the Supervisory Board members and therefore after the Company’s Annual Stockholders' Meeting in 2020. Until then, the Supervisory Board shall be remunerated under the previous stipulations of Article 12 of the Articles of Association.

 

The Board of Management and the Supervisory Board propose that the following resolution shall be adopted:

Article 12 (Remuneration of the Supervisory Board) of the Articles of Association is canceled and rewritten as follows:

“Article 12 Remuneration of the Supervisory Board

(1) Each member of the Supervisory Board shall receive fixed annual remuneration of EURO 80,000 each (the “fixed remuneration”) for their services. The Chairman shall receive triple, his deputy one and a half times the fixed remuneration.

(2) Members of the Supervisory Board who belong to a committee shall receive in addition one half of the fixed remuneration. The Chairman of the Audit Committee shall receive in addition another half of the fixed remuneration. Members of the Supervisory Board who chair a committee other than the Audit Committee shall receive in addition a quarter of the fixed remuneration. The committee to be set up pursuant to Section 27 Para. 3 CoDetermination Act (MitbestG) as well as the Nominations Committee shall not be considered committees in the sense of this Paragraph 2. In the context of the above policy, a member of the Supervisory Board shall receive a maximum totaling three times the fixed remuneration.

(3) The fixed remuneration shall be payable four weeks after the end of the fiscal year. Members of the Supervisory Board who are on the Supervisory Board or a committee or who chaired a committee only during part of the fiscal year shall receive a fixed remuneration that is reduced on a prorated basis.

(4) Each member of the Supervisory Board and its committees shall receive a meeting attendance fee of EURO 1,500 for each Supervisory Board meeting and committee meeting in which he participates. The committee to be set up pursuant to Section 27 Para. 3 MitbestG and the Nominations Committee shall not be considered committees in the sense of this Paragraph 4. The attendance fees due to the respective members of the Supervisory Board in a fiscal year shall be due together with the fixed remuneration payable for the fiscal year.

(5) All compensation set forth in Paragraphs (1) to (4) is subject to the addition of sales tax in the amount owed by law by the Supervisory Board members.

(6) The Company shall reimburse the members of the Supervisory Board for any out-of-pocket expenses incurred in connection with the exercise of their office, including any sales tax accrued on such reimbursement.

(7) The Company may take out liability insurance for the benefit of the members of the Supervisory Board to cover any legal liability arising from their activity on the Supervisory Board.”

The above provisions for remuneration of members of the Supervisory Board will first apply on the date after the Company's Annual Stockholders' Meeting in 2020. For the remuneration and settlement incurred until that time, the current provisions of Article 12 of the Articles of Association will apply. The Board of Management is instructed to report the amendment to Article 12 of the Articles of Association to the Commercial Register for LANXESS Aktiengesellschaft so that it is entered as soon as possible after the end of the Company's Annual Stockholders' Meeting in 2020.

The specific amendments to Article 12 of the Articles of Association can be found in the comparison that is part of the documents and information to be provided for the Annual Stockholders' Meeting.