Compensation of Supervisory Board members

The disclosure of compensation of the Supervisory Board is based on the 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 Statutes of BASF SE passed by the Annual Shareholders’ Meeting.

Each member of the Supervisory Board receives an annual fixed compensation of €60,000 and a performance-related 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. For 2013, minimum earnings per share amounted to €1.60 (2012: €1.55). The performance-related variable remuneration is €800 for each full €0.01 of earnings per share up to an earnings per share of €2.35, €600 for each further €0.01 of earnings per share up to an earnings per share of €2.85, and €400 for each €0.01 beyond this. The minimum earnings per share and the corresponding thresholds shall increase by €0.05 for each subsequent financial year. The performance-related variable compensation is limited to a maximum amount of €120,000.

Based on the earnings per share of €5.27 published in the BASF Group Consolidated Financial Statements 2013, the performance-related compensation reached the maximum amount of €120,000 (2012: €120,000). The chairman of the Supervisory Board receives two and-a-half times and a vice 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, receive a further fixed compensation for this purpose in the amount of €12,500. For the Audit Committee, the further fixed compensation is €50,000. The chairman of a committee shall receive twice and a vice chairman one-and-a-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), which includes a deductible.

Total compensation of the Supervisory Board of the company for the activity in 2013, including the attendance fees, was around €3 million (2012: around €3 million). The compensation of the individual Supervisory Board members is as follows:

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Compensation of the Supervisory Board of BASF SE (thousand €)

 

Fixed compensation

 

Performance-related variable compensation

 

Payment for committee memberships

 

Total compensation

 

2013

2012

 

2013

2012

 

2013

2012

 

2013

2012

1

Chairman of the Personnel Committee

2

Member of the Personnel Committee

3

Member of the Audit Committee

4

Chairman of the Audit Committee

Dr. h.c. Eggert Voscherau, Chairman1

150.0

150.0

 

300.0

300.0

 

25.0

25.0

 

475.0

475.0

Michael Diekmann, Vice Chairman2

90.0

90.0

 

180.0

180.0

 

12.5

12.5

 

282.5

282.5

Robert Oswald, Vice Chairman2

90.0

90.0

 

180.0

180.0

 

12.5

12.5

 

282.5

282.5

Ralf-Gerd Bastian3

60.0

60.0

 

120.0

120.0

 

50.0

50.0

 

230.0

230.0

Wolfgang Daniel

60.0

60.0

 

120.0

120.0

 

 

 

 

180.0

180.0

Prof. Dr. François Diederich

60.0

60.0

 

120.0

120.0

 

 

 

 

180.0

180.0

Franz Fehrenbach3

60.0

60.0

 

120.0

120.0

 

50.0

50.0

 

230.0

230.0

Max Dietrich Kley4

60.0

60.0

 

120.0

120.0

 

100.0

100.0

 

280.0

280.0

Anke Schäferkordt

60.0

60.0

 

120.0

120.0

 

 

 

 

180.0

180.0

Denise Schellemans

60.0

60.0

 

120.0

120.0

 

 

 

 

180.0

180.0

Ralf Sikorski

60.0

60.0

 

120.0

120.0

 

 

 

 

180.0

180.0

Michael Vassiliadis2, 3

60.0

60.0

 

120.0

120.0

 

62.5

62.5

 

242.5

242.5

Total

870.0

870.0

 

1,740.0

1,740.0

 

312.5

312.5

 

2,922.5

2,922.5

Compensation for Supervisory Board membership and membership of Supervisory Board committees is payable after the Annual Shareholders’ Meeting, which approves the Consolidated Financial Statements upon which the variable compensation is based. Accordingly, compensation relating to the year 2013 will be paid following the Annual Shareholders’ Meeting on May 2, 2014.

In 2013, as in 2012, the company paid the Supervisory Board member Prof. Dr. François Diederich a total of CHF 38,400 (2013: approximately €31,200; 2012: approximately €31,900) 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, no other Supervisory Board members received any compensation in 2013 for services rendered personally, in particular, the rendering of advisory and agency services.