BASF Report 2021 Corporate Governance – Corporate Governance Report 167 transactions in a single calendar year with a total volume of 1% or Compensation of the Board of Executive Directors of the management board (section 76(3a) AktG). There have been more of the sales of the companies involved in each case. In the and the Supervisory Board two female Board members since the appointment of Dr. Melanie same way, if a Supervisory Board member or a related party of a Maas-Brunner to the Board of Executive Directors, effective as of Supervisory Board member has a personal service or consulting The Compensation Report in accordance with section 162 of the February 1, 2021. Since Wayne T. Smith’s departure from the Board agreement with BASF SE or one of its Group companies with an German Stock Corporation Act (AktG) and the assurance statement of Executive Directors on May 31, 2021, the proportion of women annual compensation of over 50% of the Supervisory Board of the substantive and formal audit issued by the auditor, the effec- has been 33.3%. compensation, they do not qualify as independent. Furthermore, tive compensation system for the Board of Executive Directors in if a Supervisory Board member or a related party of a Supervisory accordance with section 87a AktG, as well as the most recent reso- The Board of Executive Directors also decided on new target figures Board member holds more than 20% of the shares in a company lution of the Annual Shareholders’ Meeting on the compensation of for the proportion of women in the two management levels below in which BASF SE is indirectly or directly the majority shareholder, the Supervisory Board in accordance with section 113(3) AktG the Board of Executive Directors of BASF SE: For the second the necessary independence is also not met. have been made publicly available on the BASF website at target-attainment period that ended on December 31, 2021, these basf.com/compensationreport. targets were 12.1% for the proportion of women in the management Status of implementation level directly below the Board, and 7.3% for the level below that. According to the Supervisory Board’s own assessment, its current Commitments to promote the participation of This corresponded to the status at the time these target figures were composition meets all of the requirements of the competence women in leadership positions at BASF SE determined. At the end of the concluded target-attainment period, profile: Nine (five shareholder representatives and four employee women made up 20.0% of the management level directly below representatives) of the 12 current members are considered indepen- The supervisory board of a publicly listed European stock corpora- the Board and 23.2% of the level below that. Both targets were dent based on the above criteria. As of January 2020, shareholder tion (SE) that is composed of the same number of shareholder and therefore significantly exceeded. For the next target-attainment representative Franz Fehrenbach is no longer classified as indepen- employee representatives must, according to section 17(2) of the period from January 1, 2022, to December 31, 2026, the Board of dent, because he has been a member of the Supervisory Board SE Implementation Act, consist of at least 30% women and 30% Executive Directors resolved as targets the quotas achieved as of since January 2008 and no longer meets the criterion of a member- men. Since the 2018 Annual Shareholders’ Meeting, the Super- December 31, 2021: 20.0% for the proportion of women in the ship duration of less than 12 years. Franz Fehrenbach will retire from visory Board of BASF SE comprises four women, of whom two are management level directly below the Board and 23.2% for the level the Supervisory Board on conclusion of the Annual Shareholders’ shareholder representatives and two are employee representatives, below that. Meeting on April 29, 2022. Employee representative Denise and eight men. The Supervisory Board’s composition meets the Schellemans, who has also been a member of the Supervisory statutory requirements. BASF views the further development and promotion of women as a Board since January 2008, and employee representative Michael global duty independent of individual Group companies. It has com- Vassiliadis, who has been a member of the Supervisory Board since As a target figure for the Board of Executive Directors according to mitted to ambitious targets that were further raised in 2020. The August 2004, are likewise no longer considered independent. section 111(5) AktG, the Supervisory Board determined that for the new target is to increase the proportion of women in leadership For more information on the statutory minimum quotas for the number of women and men on the target-attainment period under the German Act on Equal Participa- worldwide to 30% by 2030. BASF will continue to work system- Supervisory Board, see the section after next on this page tion of Men and Women in Management Positions (FüPoG I&II) from atically on expanding the percentage of women in its leadership The independent Supervisory Board members are named under Management and Supervisory Boards January 1, 2017, to December 31, 2021, the Board of Executive team. To achieve this, global measures will be implemented and from page 175 onward An overview of the fulfillment of the competence profile is available at basf.com/supervisoryboard Directors of BASF SE should continue to have at least one female enhanced continuously. member. This represented 12.5% on the date the target was set For more information on women in leadership positions in the BASF Group worldwide, see page 99 (based on eight members of the Board of Executive Directors). For more information on the inclusion of diversity, including promotion of women, see the chapter on Following the entry into force of the German Second Act on Equal Employees in the Management’s Report on page 99 Participation of Men and Women in Management Positions (FüPoG II), The November 2015 Employee Participation Agreement relevant to the composition of the Supervisory Board is available at basf.com/en/corporategovernance if the management board of a listed company consists of more than three persons, at least one woman and one man must be members