The disclosure of compensation of the Supervisory Board is based on German Commercial Code and is aligned with the recommendations of the German Corporate Governance Code. The compensation of the Supervisory Board is regulated by the Articles of Association passed by the Annual Meeting.
Each member of the Supervisory Board receives an annual fixed compensation of €60,000 and a performance-oriented variable compensation for each full €0.01 by which the earnings per share of the BASF Group, as declared in the BASF Group Consolidated Financial Statements for the year for which the remuneration is paid, exceeds the minimum earnings per share. The minimum earnings per share figure for the year 2009 is €1.40. The performance-oriented variable remuneration is €800 for each full €0.01 of earnings per share up to an earnings per share of €2.15, €600 for each further €0.01 of earnings per share up to an earnings per share of €2.65, and €400 for each €0.01 beyond this. The performance-oriented variable compensation is limited to a maximum amount of €120,000. The minimum earnings per share and the corresponding thresholds shall increase by €0.05 for each subsequent financial year. Based on the earnings per share of €1.54 published in the BASF Group Consolidated Statements 2009, the performance-oriented compensation amounts to €11,200 for 2009. The chairman of the Supervisory Board receives two-and-a-half times and a deputy chairman one-and-a-half times the compensation of an ordinary member.
Members of the Supervisory Board who are members of a committee, except for the Nomination Committee, shall receive a further fixed compensation for this purpose in the amount of €12,500. For the Audit Committee, the further fixed compensation shall be €25,000. The chairman of a committee shall receive twice and a deputy chairman one-and-half times the further fixed compensation.
The company reimburses members of the Supervisory Board for out-of-pocket expenses and value-added tax to be paid with regard to their activities as members of the Supervisory Board or of a committee. The company further grants the members of the Supervisory Board a fee of €500 for attending a meeting of the Supervisory Board or one of its committees to which they belong and includes the performance of the duties of the members of the Supervisory Board in the cover of a loss liability insurance concluded by it (D&O insurance).
Total compensation of the Supervisory Board of the company for the activity in 2009, including the attendance fees, was €1.3 million (2008: €2.9 million). The compensation of the individual Supervisory Board members related to the reporting year 2009 is as follows:
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Fixed compensation |
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Performance-oriented variable |
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Payment for committee membership(s) |
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Total compensation 6 | ||||||||||||||||
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2009 |
2008 1 |
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2009 |
2008 1 |
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2009 |
2008 1 |
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2009 |
2008 1 | ||||||||||||
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Prof. Dr. Jürgen Strube, Chairman of the Supervisory Board 2 (until April 30, 2009) |
50 |
150 |
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9.3 |
278 |
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8.3 |
25 |
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67.6 |
453.0 | ||||||||||||
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Dr. h.c. Eggert Voscherau, Chairman of the Supervisory Board 2 (since April 30, 2009) |
112.5 |
– |
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21 |
– |
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18.7 |
– |
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152.2 |
– | ||||||||||||
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Michael Diekmann, Vice Chairman of the Supervisory Board 3 |
90 |
90 |
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16.8 |
166.8 |
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9.4 |
– |
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116.2 |
256.8 | ||||||||||||
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Robert Oswald, Vice Chairman of the Supervisory Board 3 |
90 |
90 |
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16.8 |
166.8 |
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12.5 |
12.5 |
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119.3 |
269.3 | ||||||||||||
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Ralf-Gerd Bastian 5 |
60 |
60 |
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11.2 |
111.2 |
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25 |
25 |
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96.2 |
196.2 | ||||||||||||
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Wolfgang Daniel |
60 |
60 |
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11.2 |
111.2 |
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– |
– |
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71.2 |
171.2 | ||||||||||||
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Prof. Dr. François Diederich |
60 |
60 |
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11.2 |
111.2 |
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– |
– |
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71.2 |
171.2 | ||||||||||||
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Franz Fehrenbach 5 |
60 |
60 |
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11.2 |
111.2 |
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25 |
25 |
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96.2 |
196.2 | ||||||||||||
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Stephen K. Green (since April 30, 2009) |
45 |
– |
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8.4 |
– |
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– |
– |
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53.4 |
– | ||||||||||||
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Dr. Tessen von Heydebreck 3 (until April 30, 2009) |
20 |
60 |
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3.7 |
111.2 |
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4.2 |
12.5 |
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27.9 |
183.7 | ||||||||||||
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Max Dietrich Kley 4 |
60 |
60 |
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11.2 |
111.2 |
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50 |
50 |
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121.2 |
221.2 | ||||||||||||
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Ulrich Küppers (until May 30, 2008) |
– |
25 |
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– |
46.4 |
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– |
– |
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– |
71.4 | ||||||||||||
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Denise Schellemans |
60 |
60 |
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11.2 |
111.2 |
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– |
– |
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71.2 |
171.2 | ||||||||||||
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Ralf Sikorski (since May 31, 2008) |
60 |
45 |
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11.2 |
83.4 |
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– |
– |
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71.2 |
128.4 | ||||||||||||
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Michael Vassiliadis 3,5 |
60 |
60 |
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11.2 |
111.2 |
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37.5 |
37.5 |
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108.7 |
208.7 | ||||||||||||
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Total: |
887.5 |
880 |
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165.6 |
1,631.0 |
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190.6 |
187.5 |
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1,243.7 |
2,698.5 | ||||||||||||
Compensation for Supervisory Board membership and membership of Supervisory Board committees is payable after the Annual Meeting, which approves the Consolidated Financial Statements upon which the variable compensation is based. Accordingly, compensation relating to the year 2009 will be paid following the Annual Meeting on April 29, 2010.
In the year 2009, the company paid the Supervisory Board member, Prof. Dr. Diederich, rounded €25,400 (2008: approximately €24,200) plus value-added taxes and out-of-pocket expenses for consulting work in the area of chemical research based on a consulting contract approved by the Supervisory Board.
Beyond this, Supervisory Board members did not receive any further compensation in 2009 for services rendered personally, in particular, the rendering of advisory and agency services.
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