Composition of the Supervisory Board
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.
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.
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.
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.