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Work of the Supervisory Board

Individual disclosure of attendance at meetings of Supervisory Board members

Committees

The Supervisory Board performs part of its duties through committees. The Supervisory Board has formed an Executive Committee, an Audit Committee, a Committee pursuant to Section 27 (3) of the German Codetermination Act (MitbestG) and a Nomination Committee as committees. The respective committee chairmen report regularly to the Supervisory Board on the work of the committees.

Committee Members
a. Executive Committee*

Dr. Matthias L. Wolfgruber (Chairman)
Hans van Bylen
Theo H. Walthie
Ralf Sikorski
Birgit Bierther
Manuela Strauch

b. Audit Committee Pamela Knapp (Chairwoman)
Lawrence A. Rosen
Hans van Bylen
Werner Czaplik
Armando Dente
Dr. Hans-Dieter Gerriets
c. Committee pursuant to Article 27 Para. 3 of the Codetermination Act Dr. Matthias L. Wolfgruber
Werner Czaplik
Ralf Sikorski
Dr. Heike Hanagarth
d. Nominations Committee Dr. Matthias L. Wolfgruber
Lawrence Rosen
Theo H. Walthie

*The Executive Committee is also responsible for the preparation of the structure of the compensation system and the level of the compensation for the members of the Board of Management.

 

The function of the Supervisory Board is to advise the Management Board on the management of the Company and to monitor its conduct of business. The Supervisory Board discusses at regular intervals the Company's business development and the Executive Board's planning and strategy. It is also responsible in particular for appointing the members of the Board of Management and auditing the annual financial statements of LANXESS AG and the LANXESS Group. The Supervisory Board resolves on the Board of Management's proposal for the appropriation of retained earnings and reports to the Annual Stockholders' Meeting. The Supervisory Board makes its decisions by a majority of the votes cast, unless a different majority is required by law. In the event of a tie, the Chairman of the Supervisory Board has two votes in a new vote on the subject of the resolution if this tie also results in a tie. The German Codetermination Act provides for special resolution requirements. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board, chairs its meetings and represents the interests of the Supervisory Board externally. Resolutions of the Supervisory Board are generally passed at regular meetings. The Supervisory Board has adopted rules of procedure which, in addition to its duties and responsibilities and the personal requirements placed on its members, regulate the convening, preparation and chairing of its meetings as well as the procedure for passing resolutions.

The Supervisory Board reviews the efficiency of its work at regular intervals. This is already stipulated in the rules of procedure of the Supervisory Board. The Supervisory Board may call upon the support of external consultants in carrying out the efficiency review.

In the following, we have reprinted the report of the Supervisory Board to the Annual General Meeting pursuant to Section 171 (2) AktG for the 2019 financial year. The report of the Supervisory Board is part of the annual report.

Rules of procedure of the Supervisory Board

The Supervisory Board has adopted the following rules of procedure.

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