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Compensation of the Supervisory Board

(fiscal 2018)

 

The compensation of the Supervisory Board is governed by
Section 12 of the company’s articles of association. The members
of the Supervisory Board of LANXESS AG receive fixed compensation
of €80 thousand per year. The Chairman of the Supervisory
Board receives three times, and the Vice Chairman one and a half
times, this amount. Serving as the chair or a member of Supervisory
Board committees is compensated separately in accordance
with the German Corporate Governance Code. 

 

Compensation of committees/mandates

Supervisory Board members who belong to a committee receive one half of the
fixed compensation amount in addition. The chair of the Audit
Committee receives a further half. Supervisory Board members
who chair a committee other than the Audit Committee receive
a further quarter. However, no member may receive in total more
than three times the fixed compensation amount.
Supervisory Board members are reimbursed for their expenses
in addition and also receive an attendance allowance of
€1.5 thousand for each Supervisory Board meeting and each
committee meeting they attend, with the exception of meetings
of the Committee formed pursuant to Section 27, Paragraph 3,
of the German Codetermination Act and meetings of the Nominations
Committee. With respect to their membership on the
supervisory boards of LANXESS Group companies, the members
of the Supervisory Board are remunerated only for their service
on the Supervisory Board of LANXESS Deutschland GmbH in
the amount of €5 thousand each.

 

Long-term incentive compensation

The Supervisory Board members also receive a long-term incentive
based on the company’s performance during the standard
term of an individual’s membership on the Supervisory Board (five
years). Unlike the fixed compensation component, this variable
compensation component is not paid every year, but only once
at the end of the standard term of office. If a Supervisory Board
member serves a shorter term, the amount is prorated.
Payment of the variable compensation depends on how
LANXESS’s stock performs relative to the Dow Jones STOXX
600 ChemicalsSM during a member’s five-year term. The average
price of LANXESS stock and the average level of the index during
the 90 trading days prior to the Annual Stockholders’ Meeting
at which the Supervisory Board members were elected are each
compared with the respective average for the 90 trading days
prior to the Annual Stockholders’ Meeting at the conclusion of
which the members’ terms end. The variable compensation is
only payable if the stock has outperformed the benchmark index.
The exact amount of the variable compensation depends on the
extent to which the stock price outperformed the benchmark index
in the preceding five years. If LANXESS stock has outperformed
the Dow Jones STOXX 600 ChemicalsSM by up to ten percentage
points, the variable compensation amounts to €50 thousand for
this five-year period; if it has outperformed the index by between
10 and 20 percentage points, €100 thousand is paid, and if the
degree of outperformance is greater than this, the compensation
is €150 thousand.
No variable compensation was paid out in fiscal year 2018.

The expected compensation payable for the current terms of
office of Supervisory Board members was valued at €1,310 thousand
(previous year: €950 thousand) as of December 31, 2018,
and recognized as a provision.

None of the members of the Supervisory Board received
benefits for services provided personally during the reporting
period. No loans or advances were granted to members of the
Supervisory Board during the reporting year.

 

 

> Overview compensation of the Supervisory Board