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LANXESS Annual Stockholders' Meeting

I. Agenda Item 7

7. Adoption of a resolution on the amendment to Article 12 of the Articles of Association (Remuneration for the Supervisory Board)

On May 23, 2019, the Annual Stockholders’ Meeting resolved a revised version of Article 12 of the Articles of Association to convert Supervisory Board remuneration to fixed remuneration only. In line with the instruction of the Annual Stockholders’ Meeting, this revised version of Article 12 of the Articles of Association has not yet been entered into the Commercial Register and is therefore not yet effective. The evaluation period used to determine the variable remuneration previously provided for in the Articles of Association will only end after this year’s Annual Stockholders’ Meeting. The current rules of Article 12 of the Articles of Association, which provide for fixed and variable remuneration of the Supervisory Board, therefore continue to apply until the date of this year’s Annual Stockholders’ Meeting. According to the resolution of the Annual Stockholders’ Meeting of May 23, 2019, the new rules for purely fixed remuneration will apply to the period starting the day after the end of this year’s Annual Stockholders’ Meeting.

In deviation from the revised version of Article 12 of the Articles of Association resolved by the Annual Stockholders’ Meeting last year, committee remuneration of EUR 10,000 a year for membership in the Nominations Committee and a meeting attendance fee are to be paid in the future in order to appropriately account for the increased significance of the Nominations Committee and the associated time commitment.

The Article 12 of the Articles of Association resolved by the Annual Stockholders’ Meeting on May 23, 2019, which is worded 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 Co-Determination 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.”

 is therefore to be amended accordingly in the new Paragraphs 2 and 4.

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

Paragraphs 2 and 4 of Article 12 of the Articles of Association in the version resolved by the Annual Stockholders’ Meeting of May 23, 2019, are rewritten as follows:

(2) Members of the Supervisory Board who belong to a committee other than the Nominations Committee shall receive in addition one half of the fixed remuneration. Members of the Supervisory Board who belong to the Nominations Committee shall receive in addition one eighth 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 or the Nominations Committee shall receive in addition a quarter of the fixed remuneration. No additional remuneration shall be granted for membership in the committee to be set up pursuant to Section 27 Para. 3 Co-Determination Act (MitbestG) or for chairing the Nominations Committee. In the context of the above policy, a member of the Supervisory Board shall receive a maximum totaling three times the fixed remuneration.

(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 shall not be considered a committee 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.

The above provisions are applicable for the first time from the beginning of the fiscal year 2020. The Board of Management is instructed to report the amendments to Article 12 Para. 2 and 4 of the Articles of Association for entry into the Commercial Register on the condition that they will not be entered until after the revised version of Article 12 of the Articles of Association resolved by the Annual Stockholders’ Meeting on May 23, 2019, has been entered into the Commercial Register. 


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