BASF Report 2021 Corporate Governance – Corporate Governance Report 164 Supervisory Board resolution of the Annual Shareholders’ Meeting on June 18, 2020, Supervisory Board is in regular contact with the Board of Executive the period of appointment for newly elected members of the Super- Directors, especially with its chair, outside of meetings as well. At a glance visory Board was reduced from five to four years; and the Statutes A list of the members of the Supervisory Board of BASF SE indicating which members are shareholder were amended accordingly. This ensures that the maximum mem- or employee representatives and their appointments to the supervisory bodies of other companies can be found from page 175 onward ▪ Appoints, monitors and advises Board of Executive Directors bership duration of 12 years up to which a Supervisory Board Compensation of the Supervisory Board is described in the Compensation Report at ▪ Four Supervisory Board committees member can be classified as independent corresponds to a total of basf.com/compensationreport three election terms. In accordance with the German Corporate The Statutes of BASF SE and the Employee Participation Agreement can be found at ▪ Composition criteria: professional and personal qualifications, Governance Code (Code 2020), the Supervisory Board reduced the basf.com/statutes and basf.com/en/corporategovernance diversity, and independence membership duration used as a basis for its independence rating from 15 to 12 years in December 2019. Personnel Committee Supervision of company management by the Supervisory The meetings of the Supervisory Board and its four committees are Board called by their respective chairs and, independently, at the request Members of one of their members or the Board of Executive Directors. The Dr. Kurt Bock* (chair) The Supervisory Board appoints the members of the Board of shareholder and employee representatives of the Supervisory Board Franz Fehrenbach Executive Directors and supervises and advises the Board of Execu- prepare for Supervisory Board meetings in separate preliminary Sinischa Horvat* tive Directors on management issues. As members of the Supervi- discussions in each case. Resolutions of the Supervisory Board are Michael Vassiliadis sory Board may not simultaneously be on the Board of Executive passed by a simple majority vote of the participating members. In Directors, a high level of autonomy is already structurally ensured the event of a tie, the vote of the chair of the Supervisory Board, who Duties with regard to the supervision of the Board of Executive Directors. must always be a shareholder representative, shall be the casting – Prepares the appointment of members to the Board of Executive vote. This resolution process is also applicable for the appointment Directors by the Supervisory Board as well as the service con- In addition to the SE Council Regulation, the relevant legal basis for and dismissal of members of the Board of Executive Directors by the tracts to be entered into with members of the Board of Executive the size and composition of the Supervisory Board is provided by Supervisory Board. Resolutions can, as needed, also be made in Directors the Statutes of BASF SE and the Agreement Concerning the writing or through communication outside of the meetings, as long – When making recommendations for appointments to the Board of Involvement of Employees in BASF SE (Employee Participation as no Supervisory Board member objects to this form of passing a Executive Directors, considers professional qualifications, interna- Agreement), which also includes the regulations applicable to resolution. tional experience and leadership skills as well as long-term BASF for implementing the statutory gender quota for the Super- succession planning, diversity, and especially the appropriate visory Board. The German Codetermination Act does not apply to The Board of Executive Directors regularly informs the Supervisory consideration of women BASF SE as a European stock corporation (Societas Europaea, SE). Board about matters such as the course of business and expected – Prepares the resolutions made by the Supervisory Board with developments, the financial position and results of operations, regard to the system and amount of compensation paid to mem- The Supervisory Board of BASF SE comprises 12 members. Six corporate planning, the implementation of the corporate strategy, bers of the Board of Executive Directors members are elected by the shareholders at the Annual Share- business opportunities and risks, as well as risk compliance holders’ Meeting. Six members are elected by the BASF Europa management. The Supervisory Board has embedded the main Betriebs rat (BASF Works Council Europe), the European employee reporting requirements in an information policy. The chair of the representation body of the BASF Group. In accordance with the * Classified by the Supervisory Board as an “independent” member of the Supervisory Board (see page 166 for the criteria used to determine independence)