LANXESS worldwide

Corporate Website en | de

Asia

EMEA

Americas

Interactive Worldmap

Find all the contact information for the LANXESS sites worldwide

find out more
Contact

Composition of the Supervisory Board

The Supervisory Board of LANXESS AG shall be composed in its entirety in such a way as to ensure qualified supervision and consultation of the Board of Management by the Supervisory Board. To this end, the German Corporate Governance Code recommends that the Supervisory Board should specify specific objectives regarding its composition and draw up a competence profile for the Supervisory Board as a whole. In its current composition, the Supervisory Board of LANXESS AG fulfills these objectives and completes the competence profile.

Professional competence and other requirements
The members of the Supervisory Board of LANXESS AG shall have the knowledge, skills and professional experience required to perform their duties. They are responsible for the training and further education measures required for their tasks and are supported in this by the company. The individual requirements for each member of the Supervisory Board are integrity, willingness to perform, professionalism and independence.

Independence
The Supervisory Board of LANXESS AG is to ensure independent advice and supervision of the Board of Management. All current shareholder representatives on the Supervisory Board are independent.

No member of the Supervisory Board has a personal or business relationship with the company, its governing bodies, a controlling shareholder or an affiliated company which may give rise to a material and not merely temporary conflict of interest. In order to further substantiate its independence beyond the requirements of the German Corporate Governance Code, the Supervisory Board states, for example, that no former member of the Board of Management of LANXESS AG is a member of the Supervisory Board. Furthermore, no Supervisory Board member has a family connection with a person who exercises or has exercised a management board or executive management function at the company or a Group company. No member of the Supervisory Board has a contractual service relationship with the company or its management personnel. Furthermore, no member of the Supervisory Board was a partner or employee of the auditing company working for LANXESS. In addition, the Supervisory Board does not regard any conflict of interest of one of its members as given which could jeopardise the independence of this member.

The Supervisory Board further assumes that the employee representatives on the Supervisory Board are also independent and that their independence is not affected by their activities as employees of the company or a trade union.

The Supervisory Board will continue to strive to ensure that all members of the Supervisory Board are independent and free of conflicts of interest.


Time availability
Each member of the Supervisory Board shall ensure that he or she is able to spend the time necessary for the proper performance of the Supervisory Board mandate and that he or she participates in at least 75 % of the meetings of the Supervisory Board and the committees in which he or she is represented. A Supervisory Board member who is a member of the Management Board of a listed company shall not hold a total of more than three Supervisory Board mandates in non-group listed companies or in supervisory bodies of non-group companies that have similar requirements. To the extent that it does not belong to a Management Board of a listed company, it shall not hold a total of more than five Supervisory Board mandates in listed companies or in supervisory bodies of companies with comparable requirements.

Age limit and term of membership
The Supervisory Board has set an age limit for the members of the Supervisory Board. Accordingly, the members of the Supervisory Board may not hold office longer than until the end of the Annual General Meeting following the completion of their eightieth year of life. The maximum period of membership of the Supervisory Board determined by the Supervisory Board, generally not exceeding three full terms of office (15 years), is also taken into account by all members of the Supervisory Board.

Competence profile
The Supervisory Board of LANXESS AG has developed a competence profile according to which in-depth specialist knowledge and experience in the fields of the chemical industry, in particular the international chemical industry, the management of major international companies, corporate governance / compliance, corporate strategies, major investments / M&A, production, marketing and sales of chemical products, the key markets for LANXESS, research and development, procurement of raw materials, energy and services, human resources management / co-determination, capital markets / investor relations, corporate financing, accounting and auditing, risk management and IT / digitization. In its current composition, the Supervisory Board fulfils these objectives and completes the competence profile. Overall, the members of the Supervisory Board possess the professional and personal qualifications deemed necessary. As a whole, they are familiar with the sector in which LANXESS operates and have the knowledge, skills and experience essential to the company.

Diversity
The composition of the Supervisory Board shall comply with the principles of diversity in terms of age, gender, educational/professional background and nationality. Due to their different private and professional careers, the members of the Supervisory Board contribute a broad spectrum of experience and skills. LANXESS AG's international activities were previously included in the composition of the Supervisory Board and will continue to be taken into account in the Supervisory Board's election proposals to the Annual Stockholders' Meeting. Many of the experience and skills of the members of the Supervisory Board have been acquired through many years of work abroad or in dealing with an internationally oriented area of responsibility. Three members of the Supervisory Board are foreign nationals.

Diversity also means gender diversity. Under the Act on the Equal Participation of Women and Men in Management Positions in the Private and Public Sector, listed and co-determined companies such as LANXESS AG have a statutory minimum of 30% women and 30% men respectively for new appointments to supervisory boards that become vacant as of January 1, 2016. Existing orders - also those of the substitute members - can expire until their regular end. Three women are currently represented on the twelve-member Supervisory Board of LANXESS AG. This corresponds to a share of 25 %. Future appointments will be made in accordance with legal requirements.