In 2011, the Supervisory Board of BASF SE exercised its duties required by law and the Statutes with the utmost care. We regularly monitored the management of the Board of Executive Directors and provided advice on the company’s strategic development and important individual measures. To this end, the Supervisory Board requested detailed information from the Board of Executive Directors at five meetings, in the form of written and verbal reports. The topics included: business policies and the business situation, as well as the company’s performance, profitability, global HR policy and planning with regard to finances, capital expenditures and human resources at BASF SE and its major subsidiaries. Information was also provided about any deviations of business performance from planning. The Supervisory Board discussed in detail the reports from the Board of Executive Directors and also discussed prospects for the company as a whole and its individual business areas with the Board of Executive Directors. Outside of Supervisory Board meetings, the Chairman of the Supervisory Board also regularly requested information from the Chairman of the Board of Executive Directors regarding current developments and company-relevant items. The Supervisory Board was always involved at an early stage in decisions of major importance. The Supervisory Board discussed and voted on all of those individual measures taken by the Board of Executive Directors, which by law or the Statutes required the approval of the Supervisory Board. In 2011, these related to the expansion of the cooperation with Gazprom through the planned asset swap in the oil and gas business, as well as the divestiture of BASF’s fertilizer business.
The members of the Supervisory Board elected by shareholders and those elected by the employees prepared for the meetings in separate preliminary discussions. All twelve members took part in all Supervisory Board meetings in 2011.
In all of its meetings, the Supervisory Board discussed the further development of the BASF Group’s business activities through acquisitions, divestitures and investment projects and advised the Board of Executive Directors on these significant questions impacting the future of the company. A highlight for the work of the Supervisory Board was the close consultation with the Board of Executive Directors on July 21, 2011, regarding the update of the BASF Group’s strategy. The Supervisory Board is convinced that the “We create chemistry” strategy contains the right answers to the question of which path BASF should take to master the challenges of a changing world and to continue on its successful track.
Furthermore, in 2011 we also addressed the strategies, status and prospects of individual business areas. These included the Agricultural Solutions segment, with the crop protection business and plant biotechnology activities, during the meeting on July 21, 2011. The Polyurethanes division, where BASF wants to continue to grow with major investments in new production facilities such as the MDI plant in Chongqing, China, and the planned TDI plant in Ludwigshafen, Germany, were topics during the meeting on October 20, 2011. We devoted our attention to the Oil & Gas segment, particularly given the changes in Germany’s energy policy, during the meetings on March 3 and October 20, 2011. At four meetings of the Supervisory Board, we received information, including examples of innovation, about research and development topics and the development of future markets, such as electric mobility, and we discussed these with the Board of Executive Directors. At the meeting on December 15, 2011, we discussed and approved the Board of Executive Directors’ operative and financial planning for 2012. Furthermore, we once again empowered the Board of Executive Directors to procure necessary financing in 2012.
The Supervisory Board thoroughly considered the personnel issues concerning the Board of Executive Directors during the meetings on October 20 and December 15, 2011. At the meeting on October 20, 2011, the Supervisory Board discussed and approved the suitability, composition and level of the compensation for the Board of Executive Directors. At the meeting on December 15, 2011, the Supervisory Board discussed the composition of the Board of Executive Directors and nominated Wayne T. Smith, an American and currently head of the Polyurethanes division, for a three-year appointment as a member of the Board of Executive Directors, effective as of the end of the Annual Shareholders’ Meeting on April 27, 2012. Dr. Stefan Marcinowski will retire from the Board of Executive Directors at this time. The appointment of Dr. Andreas Kreimeyer to the Board of Executive Directors, which was set to expire upon conclusion of the Annual Shareholders’ Meeting 2012, was extended until the conclusion of the Annual Shareholders’ Meeting in 2015. Furthermore, at this meeting the Supervisory Board and the Board of Executive Directors discussed and agreed upon the goals for the Board of Executive Directors for 2012 to 2014. In addition, the performance assessment for the Board of Executive Directors for 2011 was decided; this, along with the return on assets of the BASF Group, determines the performance-related component of the compensation of the Board of Executive Directors.