Supervisory Board

ESRS 2 GOV-1, ESRS 2 GOV-2

Supervision of company management by the Supervisory Board

The Supervisory Board appoints the members of the Board of Executive Directors. It supervises and advises the Board of Executive Directors on management issues and must also be involved in making decisions that are of key importance for the company. This also includes the Board of Executive Directors’ consideration of sustainability issues with regard to corporate management. The Supervisory Board is also responsible for auditing BASF SE’s and the BASF Group’s Annual Financial Statements. As members of the Supervisory Board may not simultaneously be on the Board of Executive Directors, a high level of independence is already structurally ensured with regard to the supervision of the Board of Executive Directors.

In addition to the SE Regulation, the relevant legal basis for the size and composition of the Supervisory Board is provided by the Statutes of BASF SE and the Agreement Concerning the Involvement of Employees in BASF SE (Employee Participation Agreement). The latter also includes the regulations applicable to BASF for implementing the statutory gender quota for the Supervisory Board. The German Codetermination Act does not apply to BASF SE as a European stock corporation (Societas Europaea, SE).

The Supervisory Board of BASF SE comprises 12 members. Six members are elected by the shareholders at the Annual Shareholders’ Meeting via a simple majority. Six members are elected by the BASF Europa Betriebsrat (BASF Works Council Europe), the European employee representation body of the BASF Group. Newly elected members of the Supervisory Board are appointed for a term of four years. This ensures that the maximum membership duration of 12 years up to which a Supervisory Board member can be classified as independent in accordance with the German Corporate Governance Code corresponds to a total of three election terms.

Meetings of the Supervisory Board and its four committees are called by their respective chairs and independently, at the request of one of their members or the Board of Executive Directors. The shareholder and employee representatives of the Supervisory Board prepare for Supervisory Board meetings in separate preliminary discussions. Resolutions of the Supervisory Board are passed by a simple majority vote of the participating Supervisory Board members. In the event of a tie, the vote of the chair of the Supervisory Board, who must always be a shareholder representative, gives the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Executive Directors by the Supervisory Board. Resolutions can, as needed, also be made in writing or through electronic communication outside of the meetings, as long as no Supervisory Board member objects to this form of passing a resolution. The Supervisory Board meets regularly even without the Board of Executive Directors.

The Board of Executive Directors continually informs the Supervisory Board about matters such as the course of business and expected developments, the results of operations, net assets and financial position, material acquisition and divestiture projects, corporate planning, the implementation of the corporate strategy, including the sustainability strategy, business opportunities and risks as well as risk and compliance management and the internal control system. The Supervisory Board has embedded the main reporting requirements in an information policy. The chair of the Supervisory Board is in regular contact with the Board of Executive Directors, especially with its chair, outside of meetings as well.

A list of the members of BASF SE’s Supervisory Board indicating which members are shareholder or employee representatives and their appointments to the supervisory bodies of other companies can be found in Management and Supervisory Boards.

• More information on the Supervisory Board’s information policy
• Additional information on the compensation of the Supervisory Board
• Statutes of BASF SE
• Employee Participation Agreement

Personnel Committee

Members

Prof. Dr. Stefan Asenkerschbaumer¹ (Chairman)
Dr. Kurt Bock¹
Prof. Dr. Thomas Carell¹
Tatjana Diether¹
Sinischa Horvat¹
Michael Vassiliadis

Duties

• Prepares the appointment of members to the Board of Executive Directors by the Supervisory Board as well as the service contracts to be entered into with members of the Board of Executive Directors
• When making recommendations for appointments to the Board of Executive Directors, considers professional qualifications, international experience and leadership skills as well as long-term succession planning, diversity, and especially the appropriate consideration of women
• Prepares the resolutions made by the Supervisory Board with regard to the system and amount of compensation paid to members of the Board of Executive Directors

Audit Committee

Members

Alessandra Genco¹ (Chairwoman)
Tatjana Diether¹
Tamara Weinert¹
Michael Vassiliadis

Duties

• Prepares the negotiations and resolutions of the Supervisory Board for the approval of the Financial Statements, the Consolidated Financial Statements and the Management’s Reports, including the Nonfinancial Statements and sustainability reporting and discusses the Quarterly Statements and the Half-Year Financial Report with the Board of Executive Directors prior to their publication
• Deals with monitoring the accounting process, the annual audit, including sustainability reporting and its audit, the appropriateness and effectiveness of the internal control system, the risk management system, the internal auditing system and compliance management system as well as compliance issues, including compliance with statutory regulations and internal environmental, health and safety regulations (EHS compliance)
• Is responsible for business relations with the company’s auditor and the auditor of the company’s sustainability report: prepares the Supervisory Board’s proposal to the Annual Shareholders’ Meeting regarding the selection of an auditor for the Annual and Consolidated Financial Statements and the audit review of the Half-Year Financial Report, monitors the auditor’s independence, defines the focus areas of the audit together with the auditor, discusses the audit risk, audit strategy and audit plan with the auditor, negotiates auditing fees, evaluates the quality of the annual audit, and establishes the conditions for the provision of the auditor’s nonaudit services; the chair of the Audit Committee regularly discusses this with the auditor outside of meetings as well and reports to the Committee on such discussions; the Audit Committee regularly consults with the auditor, even without the Chief Financial Officer or another member of the Board of Executive Directors.
• Deals with post-audits of key acquisition and investment projects
• Is responsible for monitoring the internal process of identifying related party transactions and ensuring adherence to statutory approval and disclosure requirements; grants approval of related party transactions
• Is authorized to request any information that it deems necessary from the auditor or from the Board of Executive Directors and has a direct right to information from the heads of the units of the Corporate Center such as Corporate Audit or Corporate Compliance; can also view all of BASF’s business documents and examine these and all other assets belonging to BASF. The Audit Committee can also engage experts such as auditors or lawyers to carry out these inspections.

Special expertise in the areas of the annual audit and accounting

The Audit Committee includes two members with expertise (special knowledge and experience within the meaning of the German Corporate Governance Code) in the fields of accounting and auditing. The Chairwoman of the Audit Committee, Alessandra Genco, has deep expertise in accounting, including sustainability reporting, due to her studies in economics, her professional experience working for financial institutions and her current role as chief financial officer of a publicly listed international company based in the EU. Tamara Weinert has special expertise in the field of auditing, including the audit of sustainability reporting, and accounting expertise due to her former role as the Chief Financial Officer for EMEA at Outokumpu and her professional activities in the finance departments of various companies around the world. Both closely monitor current developments in sustainability reporting, particularly the European regulations of the Corporate Sustainability Reporting Directive (CSRD), and its auditing and actively contribute this expertise to the Supervisory Board and Audit Committee.

Nomination Committee

Members

Dr. Kurt Bock¹ (Chairman)
Prof. Dr. Stefan Asenkerschbaumer¹
Prof. Dr. Thomas Carell¹
Liming Chen¹
Alessandra Genco¹
Tamara Weinert¹

Duties

• Identifies suitable individuals for the Supervisory Board based on objectives for the composition decided on by the Supervisory Board
• Prepares the recommendations made by the Supervisory Board for the election of Supervisory Board members representing the shareholders by the Annual Shareholders’ Meeting

Strategy Committee

Members

Dr. Kurt Bock¹ (Chairman)
Prof. Dr. Stefan Asenkerschbaumer¹
Alessandra Genco¹
Sinischa Horvat¹
André Matta¹
Michael Vassiliadis

Duties

• Handles the further development of the company’s strategy
• Prepares resolutions of the Supervisory Board on the company’s major acquisitions and divestitures

The Supervisory Board has not established a dedicated Sustainability Committee. Sustainability is a topic of such pivotal importance to BASF with its economic success, environment and social-related aspects that the entire Supervisory Board regularly discusses it in detail as a cross-cutting issue. This also applies to the significant issue of reducing CO₂ emissions and the targeted conversion of business activities to emission-free power supply and production processes with a lower emission rate.

Meetings and meeting attendance

In the 2024 business year, meetings were held as follows:

• The Supervisory Board met six times.
• The Personnel Committee met three times.
• The Audit Committee met five times.
• The Nomination Committee did not meet.
• The Strategy Committee met three times.

All members attended all meetings of the Supervisory Board. The meetings of the Supervisory Board committees were attended by all respective committee members. During the 2024 business year, the meetings of the Supervisory Board and its committees were held almost entirely as general in-person meetings with the additional option of virtual attendance. Only the Audit Committee held one of its five meetings as a hybrid meeting.

For more information on the activities of the Supervisory Board and its committees in the 2024 business year, see the Report of the Supervisory Board.

• Overview of meeting attendance
• Rules of Procedure for the Supervisory Board and its committees

Competence profile, diversity concept, independence and further objectives for the composition of the Supervisory Board

One important concern of good corporate governance is to ensure that seats on the responsible corporate bodies, the Board of Executive Directors and the Supervisory Board are appropriately filled. In December 2017, the Supervisory Board agreed for the first time on objectives for the composition, the competence profile and the diversity concept of the Supervisory Board. These objectives and the competence profile have since been continuously updated in the implementation of legal requirements and further developed, taking into account the recommendations of the German Corporate Governance Code (GCGC). The guiding principle for the composition of the Supervisory Board is to ensure qualified supervision and guidance for the Board of Executive Directors of BASF SE. For the election of shareholder representatives to the Supervisory Board, individuals will only be nominated to the Annual Shareholders’ Meeting who can, based on their professional knowledge and experience, integrity, commitment, independence and character, successfully perform the work of a supervisory board member at an international chemical company.

Competence profile

The following requirements and objectives (competence profile as amended in December 2022) are considered essential to the composition of the Supervisory Board as a collective body:

• Leadership experience in managing companies, associations and networks
• Members’ collective knowledge of the chemical sector and the related value chains
• Appropriate knowledge within the body as a whole of finance, accounting, financial reporting, risk management, law and compliance
• Appropriate expertise within the body as a whole on sustainability issues relevant to BASF
• At least one member with special knowledge and experience (special expertise) in the field of accounting, including sustainability reporting
• At least one member with special knowledge and experience (special expertise) in the field of financial auditing, including the audit of sustainability reporting
• At least one member with in-depth experience in innovation, research and development, and technology
• At least one member with in-depth experience in the areas of digitalization, information technology, business models and startups
• At least one member with in-depth experience in the areas of human resources, society, communications and the media
• Specialist knowledge and experience in sectors outside of the chemical industry

Diversity concept

The Supervisory Board strives to achieve a reasonable level of diversity with respect to character, gender, international representation, professional background, specialist knowledge and experience as well as age distribution. It takes the following composition criteria into account:

• At least 30% of members are women and 30% of members are men.
• At least 30% of members have international experience based on their background or professional experience.
• At least 50% of members have different educational backgrounds and professional experience.
• At least 30% of members are under the age of 60.

Independence

To ensure the independent monitoring and consultation of the Board of Executive Directors, the Supervisory Board should have an appropriate number of independent members on the Board as a whole and an appropriate number of independent shareholder representatives. The Supervisory Board deems this to be the case if more than half of the shareholder representatives and at least eight members of the Supervisory Board as a whole can be considered independent. The Supervisory Board’s assessment of independence is based on the assessment criteria in the current respective version of the German Corporate Governance Code.

According to these criteria, indicators of a lack of independence of a Supervisory Board member are:

• Membership of the Board of Executive Directors of the company in the two years prior to being appointed to the Supervisory Board
• Significant business relations with the company or an entity dependent on the company (such as a customer, supplier, lender or adviser), either currently or in the year prior to their appointment, either directly or as a shareholder of, or in a responsible position at, a third-party company
• Close family relations with a member of the Board of Executive Directors
• Membership of the Supervisory Board for more than 12 years

The Supervisory Board has additionally defined the following principles to clarify the meaning of independence:

• The independence of employee representatives is not compromised by their role as an employee representative or employment by BASF SE or a Group company.
• Prior membership of the Board of Executive Directors of BASF SE does not preclude independence following the expiry of the statutory cooling-off period of two years.
• Material transactions between a Supervisory Board member or a related party or undertaking of the Supervisory Board member on the one hand, and BASF SE or a BASF Group company on the other, exclude a member of the Supervisory Board from being qualified as independent. A material transaction is defined as one or more transactions in a single calendar year with a total volume of 1% or more of the sales of the companies involved in each case.
• If a Supervisory Board member or a related party or undertaking of a Supervisory Board member has a personal service or consulting agreement with BASF SE or one of its Group companies with an annual compensation of over 50% of the Supervisory Board compensation, they do not qualify as independent.
• Furthermore, if a Supervisory Board member or a related party of a Supervisory Board member holds more than 20% of the shares in a company in which BASF SE is indirectly or directly the majority shareholder, the necessary independence is also not met.

The assessment criteria for independence of the German Corporate Governance Code and the Supervisory Board’s own principles to clarify the meaning of independence are significantly narrower than the new provisions of Delegated Regulation (EU) 2023/2772. As such, this ensures that the majority of Supervisory Board members do not have any interests, positions, associations or relations that, from the perspective of a reasonable and informed third party, are conducive to exerting undue influence on decision-making or to causing bias.

Further objectives for the composition of the Supervisory Board

• Character and integrity: Members of the Supervisory Board must be personally reliable and have the knowledge and experience required to diligently and independently perform the work of a supervisory board member.
• Availability: Each member of the Supervisory Board ensures that they invest the time needed to properly perform their role as a member of the Supervisory Board of BASF SE. The statutory limits on appointments and the recommendations of the German Corporate Governance Code must be complied with when accepting further appointments.
• No conflicts of interest: Persons who may be subject to a conflict of interest may not be nominated for election to the Supervisory Board. A conflict of interest is deemed to be any personal interest, or third-party interest relevant to the nominated person, that, on account of its duration or intensity, gives cause for concern that the business interests of BASF will be impaired or jeopardized.
• Age limit and period of membership: Persons who have reached the age of 72 on the day of election by the Annual Shareholders’ Meeting should generally not be nominated for election. Membership on the Supervisory Board should generally not exceed three regular statutory periods in office, which corresponds to 12 years.

Implementation status of the competence profile, diversity concept, independence requirements and further objectives for the composition of the Supervisory Board

According to the Supervisory Board’s own assessment, its current composition meets all of the requirements of the competence profile: Every single area of competence is covered by multiple members of the Supervisory Board. In particular, the in-depth knowledge and experience of the chemical sector and the related value chains, which are crucial for understanding the business activities of BASF, are broadly represented. The Supervisory Board also has the essential knowledge of accounting, financial reporting and auditing, including sustainability reporting and its auditing, required for monitoring the management of the company.

According to the Supervisory Board’s own assessment, its current composition also meets all of the independence requirements in full: Eleven of the 12 current members, of which six are shareholder representatives and five are employee representatives, are considered independent based on the above criteria. As such, the Supervisory Board’s independence rate stands at 91.7%. Only the employee representative Michael Vassiliadis is no longer considered independent as he has been a member of the Supervisory Board since August 2004, and therefore for over 12 years.

Furthermore, the Supervisory Board meets the required composition criteria under the diversity concept in full: The share of women stands at 33.3%, the share of members with international experience stands at 50%, the share of different educational backgrounds and professional expertise stands at 66.7% and the share of members under 60 at 66.7%.

The implementation status of the competence profile, diversity concept, independence requirements and further objectives for the composition of the Supervisory Board is disclosed below in the form of a qualification matrix:

For more information on the statutory minimum quotas for the number of women and men on the Supervisory Board, see the section Commitments to promote the participation of women in leadership positions at BASF SE.

• More information on the Supervisory Board’s competence profile