BASF SE’s Supervisory Board has a total of three committees: 1) the committee for personnel affairs of the Board of Executive Directors as well as the granting of loans in accordance with Section 89 (4) of the German Stock Corporation Act (Personnel Committee), 2) the Audit Committee and 3) the Nomination Committee. Following each Committee meeting, the Chairmen of the Committees reported in detail about the meetings and the activities of the Committees at the next meeting of the Supervisory Board.
The Personnel Committee comprises Supervisory Board Chairman Dr. h.c. Eggert Voscherau (chairman), Supervisory Board Deputy Chairmen Michael Diekmann and Robert Oswald, as well as Supervisory Board member Michael Vassiliadis. The Personnel Committee met on December 14, 2011. At this meeting, the Committee dealt primarily with new appointments and the extension of mandates on the Board of Executive Directors as well as the target agreement process between the Supervisory Board and Board of Executive Directors, the corresponding target agreements for 2012 to 2014, and the achievement of targets in 2011. The Committee made recommendations to the Supervisory Board regarding all issues discussed at this meeting. The Supervisory Board adopted the recommended proposals at its meeting on December 15, 2011.
The Audit Committee consists of Supervisory Board members Max Dietrich Kley, Ralf Gerd Bastian, Franz Fehrenbach and Michael Vassiliadis. The Chairman of the Audit Committee is Max Dietrich Kley, who has also been appointed “Audit Committee Financial Expert.” The Audit Committee is responsible for all the tasks of an audit committee listed in Section 107 Paragraph (3) Sentence 2 of the German Stock Corporation Act and in subsection 5.3.2 of the German Corporate Governance Code from May 26, 2010. The Audit Committee met five times in 2011. All committee members attended all committee meetings. Following each Committee meeting, the Chairman of the Audit Committee reported on the agenda items and audit work of the Committee at the subsequent Supervisory Board meeting. The core duties were to review BASF SE’s Financial Statements and Consolidated Financial Statements, as well as to discuss the quarterly and first-half financial reports with the Board of Executive Directors prior to their publication. Other important activities included advising the Board of Executive
Directors on accounting issues, the internal control system and discussing and defining the focus of the annual audit with the auditor. The topics internal auditing system and compliance in the BASF Group were each a focus at one meeting of the Audit Committee. In these meetings, the head of the Corporate Audit department and the Chief Compliance Officer reported to the Audit Committee and answered its questions. The business relations with the auditor, apart from the annual audit, were regulated with the adoption of a resolution allowing the granting of contracts for the provision of non-audit services by the auditor. These kind of services are generally not permitted. The Audit Committee will be informed of any approved individual contracts. The committee also reached an agreement with the auditor on the auditing fees and discussed questions related to the auditor’s independence. Furthermore, the Audit Committee recommended to the Supervisory Board that KPMG once again be nominated as the auditor at the Annual Shareholders’ Meeting 2012.
The members of the Nomination Committee are the members of the Supervisory Board elected at the Annual Shareholders’ Meeting: Dr. h.c. Eggert Voscherau, Prof. Dr. François Diederich, Michael Diekmann, Franz Fehrenbach, Max Dietrich Kley and Anke Schäferkordt. The Nomination Committee is responsible for preparing candidate proposals for the election of those Supervisory Board members who are elected by the Shareholders’ Meeting. Following Stephen K. Green’s resignation from the Supervisory Board as of December 16, 2010, the members of the Nomination Committee discussed his succession and recommended that the Supervisory Board nominate Anke Schäferkordt for election to the Supervisory Board at the Annual Shareholders’ Meeting 2011. The Nomination Committee based its recommendation on the objectives for the composition of the Supervisory Board decided by the Supervisory Board at its meeting on October 21, 2010.