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Work of the Supervisory Board

Individual disclosure of attendance at meetings of Supervisory Board members

Fiscal year 2018: Attendance at meetings of the Supervisory Board members of LANXESS AG

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The Supervisory Board performs part of its duties through committees. The Supervisory Board has formed an Executive Committee, an Audit Committee, a Committee pursuant to Section 27 (3) of the German Codetermination Act (MitbestG) and a Nomination Committee as committees. The respective committee chairmen report regularly to the Supervisory Board on the work of the committees.

Committee Members
a. Executive Committee

Dr. Matthias L. Wolfgruber (Chairman)
Theo H. Walthie
Ralf Sikorski
Birgit Bierther
Manuela Strauch
Dr. Friedrich Janssen

b. Audit Committee

Dr. Friedrich Janssen (Chairman)
Pamela Knapp
Lawrence A. Rosen
Werner Czaplik
Dr. Hans-Dieter Gerriets
Thomas Meiers

c. Committee pursuant to Article 27
Para. 3 of the Codetermination Act
Dr. Matthias L. Wolfgruber (Chairman)
Werner Czaplik
Ralf Sikorski
Dr. Heike Hanagarth

d. Nominations Committee

Dr. Matthias L. Wolfgruber (Chairman)
Lawrence Rosen
Theo H. Walthie

The function of the Supervisory Board is to advise the Management Board on the management of the Company and to monitor its conduct of business. The Supervisory Board discusses at regular intervals the Company's business development and the Executive Board's planning and strategy. It is also responsible in particular for appointing the members of the Board of Management and auditing the annual financial statements of LANXESS AG and the LANXESS Group. The Supervisory Board resolves on the Board of Management's proposal for the appropriation of retained earnings and reports to the Annual Stockholders' Meeting. The Supervisory Board makes its decisions by a majority of the votes cast, unless a different majority is required by law. In the event of a tie, the Chairman of the Supervisory Board has two votes in a new vote on the subject of the resolution if this tie also results in a tie. The German Codetermination Act provides for special resolution requirements. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board, chairs its meetings and represents the interests of the Supervisory Board externally. Resolutions of the Supervisory Board are generally passed at regular meetings. The Supervisory Board has adopted rules of procedure which, in addition to its duties and responsibilities and the personal requirements placed on its members, regulate the convening, preparation and chairing of its meetings as well as the procedure for passing resolutions.

The Supervisory Board reviews the efficiency of its work at regular intervals. This is already stipulated in the rules of procedure of the Supervisory Board. The Supervisory Board may call upon the support of external consultants in carrying out the efficiency review.

In the following, we have reprinted the report of the Supervisory Board to the Annual General Meeting pursuant to Section 171 (2) AktG for the 2018 financial year. The report of the Supervisory Board is part of the annual report.

Report of the Supervisory Board

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a. Executive Committee

The Executive Committee discusses key topics and prepares the meetings and resolutions of the Supervisory Board. In addition, the Executive Committee decides on transactions requiring approval, which are already provided for in the annual corporate planning. The Executive Committee may also decide on the exercise of participation rights pursuant to Section 32 of the German Codetermination Act (MitbestG) and on transactions requiring approval which cannot be postponed. It regularly discusses long-term succession planning for the Management Board. The Executive Committee also prepares the personnel decisions of the Supervisory Board.

b. Board of examiners

The Audit Committee supports the Supervisory Board in monitoring the management and deals with the monitoring of accounting, the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system, the audit of the financial statements including the independence of the auditor and the additional services provided by the auditor as well as compliance. It prepares the resolutions of the Supervisory Board on the annual and consolidated financial statements and recommends an auditor to the Supervisory Board on which the Supervisory Board bases its election proposal to the Annual General Meeting.

As Chairman of the Audit Committee of independent financial experts, Dr. Janssen has particular knowledge and experience in the field of accounting from his professional practice.

c. Committee pursuant to Section 27 (3) of the German Codetermination Act (MitbestG)

The committee pursuant to Section 27 (3) of the German Codetermination Act (MitbestG), also known as the Mediation Committee, performs the tasks described in Section 31 (3) of the German Codetermination Act (MitbestG).

d. Nomination committee

The Nomination Committee is composed exclusively of shareholder representatives and submits proposals to the Supervisory Board for its election proposals for new Supervisory Board members to the Annual General Meeting.