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 (GCGC). The compensation of the Supervisory Board is regulated by the Statutes of BASF SE passed by the Annual Shareholders’ Meeting.

A clause on the compensation of the Supervisory Board was added to Article 14 of the company’s Statutes by way of a resolution of the Annual Shareholders’ Meeting on May 4, 2006. This provided for an annual fixed salary of €60,000 for each ordinary member of the Supervisory Board and performance-based variable compensation based on earnings per share (EPS) in the business year concerned in the period up to and including 2016. The performance-based variable compensation was capped at €120,000.

By way of a resolution of the Annual Shareholders’ Meeting on May 12, 2017, the compensation system for the Supervisory Board in accordance with Article 14 of the Statutes was changed to a fixed salary only plus share purchase and share holding components from the 2017 business year onward. An attendance fee is no longer granted.

Each member of the Supervisory Board receives an annual fixed compensation of €200,000. The amount for the chairman of the Supervisory Board is 2.5 times this value, and 1.5 times this value for the vice chairman compared with the compensation of an ordinary member.

Members of the Supervisory Board who are members of a committee, except for the Nomination Committee, receive an additional fixed compensation of €12,500. The additional fixed compensation for members of the Audit Committee is €50,000. The amount of additional fixed compensation for the chairman of a committee is 2 times this value, and 1.5 times this value for the vice chairman.

Each member of the Supervisory Board is required to use 25% of their fixed compensation to acquire shares in BASF SE, and to hold these shares for the duration of membership on the Supervisory Board. This does not apply to the amount of compensation that the member of the Supervisory Board transfers to a third party on a pro rata basis as a result of an obligation entered into before their appointment to the Supervisory Board. In this case, the utilization and holding obligation applies to 25% of the remaining compensation after deducting the amount transferred.

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 directors’ and officers’ liability insurance (D&O insurance) concluded by the company covers the duties performed by the members of the Supervisory Board. This policy provides for the level of deductibles for the Supervisory Board as recommended in section 3.8(3) of the German Corporate Governance Code (GCGC).

Total compensation of the Supervisory Board in 2017 was around €3.3 million (2016: around €3 million). The compensation of the individual Supervisory Board members was as follows.

Compensation for Supervisory Board membership and membership of Supervisory Board committees is payable after the Annual Shareholders’ Meeting, which approves the Consolidated Financial Statements for the business year. Accordingly, compensation relating to the year 2017 will be paid following the Annual Shareholders’ Meeting on May 4, 2018.

In 2017, as in 2016, the company paid the Supervisory Board member Prof. Dr. François Diederich a total of CHF 38,400 (2017: approximately €34,500; 2016: approximately €35,200) 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 2017 for services rendered personally, in particular, the rendering of advisory and agency services.