Annual Report 2022

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Compensation of the Supervisory Board

Compensation System of the Supervisory Board

The compensation of the Supervisory Board is in line with the provisions of the Articles of Incorporation, which were approved by the Annual General Meeting (AGM) on April 21, 2022 with a majority of 99.30%. Among other things, this resulted in a 20% increase in the Supervisory Board’s fixed compensation effective January 1, 2022.

The members of the Supervisory Board now each receive fixed annual compensation of €120 thousand (previous year: €100 thousand) plus reimbursement of their expenses.

In accordance with the recommendations of the GCGC, additional compensation is paid to the Supervisory Board Chair and Vice Chair, and for chairing and membership in committees. The Supervisory Board Chair receives fixed compensation of €360 thousand (previous year: €300 thousand), while €240 thousand is paid to the Vice Chair (previous year: €150 thousand). This compensation includes chairmanship of and membership in committees. The other members of the Supervisory Board are entitled to additional compensation for membership in or chairmanship of committees. The Chair of the Audit Committee receives an additional €90 thousand (previous year: €50 thousand), the other members of the Audit Committee €45 thousand (previous year: €25 thousand) each. The Chairs of the Presidial and Nominations Committees receive €30 thousand each, while members of these two committees receive €15 thousand each. Additional compensation of €60 thousand is paid to the chairs of other committees and of €30 thousand to all other committee members. Work on committees is eligible for compensation for no more than three committees. If this cap is exceeded, compensation is paid for the three highest paid positions. If changes are made to the Supervisory Board and/or its committees during the year, members receive compensation on a prorated basis. The members of the Supervisory Board also receive an attendance fee of €1 thousand each time they attend a meeting of the Supervisory Board or a committee. Attendance at a meeting is also considered to be participation by telephone or video conference or using other comparable customary means of telecommunication. The attendance fee is limited to €1 thousand per day.

Compensation of the Supervisory Board for the Fiscal Year

The following table outlines the components of each Covestro AG Supervisory Board member’s compensation for the reporting period 2022 and the prior-year period:

Compensation of the members of the Supervisory Board of Covestro AG

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed compensation

 

Attendance fee

 

Total

 

 

2021

 

2022

 

2021

 

2022

 

2021

 

2022

 

 

€ thousand

 

€ thousand

 

€ thousand

 

€ thousand

 

€ thousand

 

€ thousand

Ferdinando Falco Beccalli (until April 2021)<(nobr>

 

29

 

 

0

 

 

29

 

Dr. Christine Bortenlänger

 

125

 

165

 

1

 

9

 

126

 

174

Dr. Christoph Gürtler (since April 2022)

 

 

 

126

 

 

 

8

 

0

 

134

Lise Kingo (since April 2021)

 

82

 

180

 

2

 

9

 

84

 

189

Petra Kronen (Vice Chair)

 

150

 

240

 

2

 

11

 

152

 

251

Irena Küstner

 

125

 

165

 

2

 

9

 

127

 

174

Dr. Ulrich Liman (until April 2022)

 

127

 

55

 

2

 

4

 

129

 

59

Frank Löllgen (since April 2022)

 

 

 

84

 

 

 

4

 

0

 

88

Prof. Dr. Rolf Nonnenmacher (until April 2022)

 

150

 

64

 

3

 

3

 

153

 

67

Dr. Richard Pott (Chair)

 

300

 

360

 

2

 

8

 

302

 

368

Petra Reinbold-Knape

 

145

 

180

 

2

 

10

 

147

 

190

Dr. Sven Schneider (since April 2022)

 

 

 

147

 

 

 

7

 

0

 

154

Regine Stachelhaus

 

140

 

180

 

2

 

8

 

142

 

188

Marc Stothfang

 

107

 

150

 

0

 

6

 

107

 

156

Patrick Thomas

 

132

 

210

 

 

15

 

132

 

225

Frank Werth (until April 2022)

 

100

 

36

 

2

 

2

 

102

 

38

Total

 

1,712

 

2,341

 

20

 

113

 

1,732

 

2,454

In addition to their compensation as members of the Supervisory Board, those employee representatives who are employees of Covestro Group companies receive compensation unrelated to their service on the Supervisory Board. The total amount of such compensation was €1,253 thousand in the year  2022 (previous year: €667 thousand).

No compensation was paid or benefits granted to members of the Supervisory Board for personally performed services such as consulting or agency services. The company has purchased insurance for the members of the Supervisory Board to cover their personal liability arising from their service on the Supervisory Board. The relevant recommendation has been eliminated from the version of the GCGC dated December 16, 2019, so the Supervisory Board’s rules of procedure were amended accordingly in the subsequent year. No deductible for liability insurance has applied since then.

GCGC / German Corporate Governance Code
A set of rules on responsible corporate governance drawn up by the Government Commission on the German Corporate Governance Code containing recommendations and suggestions for the management and oversight of publicly traded German companies.

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