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Declaration by the Board of Management and the Supervisory Board of LANXESS Aktiengesellschaft pursuant to Article 161 of the German Stock Corporation Act regarding the German Corporate Governance Code

After careful consideration, the Board of Management and the Supervisory Board hereby issue the following declaration:

 

I. Recommendations

 

Since the issuance of the last declaration of compliance on 14 March 2017, LANXESS AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code (“Government Commission”) as amended on 7 February 2017, which was published on 24 April 2017 by the Federal Ministry of Justice in the official portion of the Federal Gazette with the exceptions described in the declaration of 14 March 2017 in Section 4.2.3, Paragraph 2, Sentence 6 and Section 4.2.3, Paragraph 2, Sentence 8 and will continue to comply with them with the following exception:

 

Section 4.2.3, Paragraph 2, Sentence 6

 

The amount of compensation shall be capped, both overall and for variable compensation components.

 

The current employment contracts for Board of Management members are besides the fixed compensation capped regarding the variable compensation components and the fringe benefits. They do not provide in addition a separate overall cap of the compensation also including a possible discretionary bonus. However, the Supervisory Board will rightfully exercise its discretion regarding a discretionary bonus as shown in the past.

 

II. Suggestions

 

In addition to its recommendations, the Corporate Governance Code also contains a number of suggestions for efficient, responsible corporate governance compliance which is not required to be disclosed under the statutory provisions. LANXESS currently complies with these suggestions as well, with only a few exceptions.

In accordance with Section 3.10 Sentence 2 of the German Corporate Governance Code, the Board of Management and the Supervisory Board therefore voluntarily issue the following declaration:

Since the issuance of the last declaration of compliance on 14 March 2017, LANXESS AG has complied with the suggestions of the Government Commission as amended on 7 February 2017, which was published on 24 April 2017 by the Federal Ministry of Justice in the official portion of the Federal Gazette, with the following exceptions and will continue to comply with them with the following exceptions:

 

Section 2.3.2, Sentence 2, 2nd Half-Sentence

 

The Management Board shall arrange for the appointment of a representative to exercise shareholders’ voting rights in accordance with instructions; this representative should also be reachable during the General Meeting.

 

The representatives appointed by LANXESS AG to exercise stockholders’ voting rights in accordance with instructions can be reached at the Stockholders’ Meeting until the voting is held. Stockholders not attending the meeting can reach the representatives up to the previous evening.

 

Section 2.3.3

 

The company should make it possible for stockholders to follow the General Meeting using modern communication media (e.g. Internet).

 

The speech by the Chairman of the Board of Management to the Stockholders’ Meeting is broadcast on the Internet. Continued broadcasting of the proceedings thereafter, particularly of contributions made by stockholders, could be seen as a violation of the stockholders’ rights to privacy. For this reason, LANXESS does not plan to broadcast the further proceedings.

 

Cologne, 8. December 2017

 

For the Supervisory Board
(Dr. Rolf Stomberg)

 

For the Board of Management
(Matthias Zachert) (Michael Pontzen)

 

 

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