Compensation of the Supervisory Board
The compensation of the Supervisory Board is governed by Section 12 of the company’s articles of association. The members of the Supervisory Board of LANXESS AG receive fixed compensation of €80 thousand per year. The Chairman of the Supervisory Board receives three times, and the Vice Chairman one and a half times, this amount. Serving as the chair or a member of Supervisory Board committees is compensated separately in accordance with the German Corporate Governance Code. Supervisory Board members who belong to a committee receive one half of the fixed compensation amount in addition. The chair of the Audit Committee receives a further half. Supervisory Board members who chair a committee other than the Audit Committee receive a further quarter. However, no member may receive in total more than three times the fixed compensation amount.
Supervisory Board members are reimbursed for their expenses in addition and also receive an attendance allowance of €1.5 thousand for each Supervisory Board meeting and each committee meeting they attend, with the exception of meetings of the Committee formed pursuant to Section 27, Paragraph 3 of the German Codetermination Act and meetings of the Nominations Committee. With respect to their membership on the supervisory boards of LANXESS Group companies, the members of the Supervisory Board were remunerated only for their service on the Supervisory Board of LANXESS Deutschland GmbH in the amount of €5 thousand each.
The Supervisory Board members also receive a long-term incentive based on the company’s performance during the standard term of an individual’s membership on the Supervisory Board (five years). Unlike the fixed compensation component, this variable compensation component is not paid every year, but only once at the end of the standard term of office. If a Supervisory Board member serves a shorter term, the amount is prorated.
Payment of the variable compensation depends on how LANXESS’s stock performs relative to the Dow Jones STOXX 600 ChemicalsSM index during a member’s five-year term. The average price of LANXESS stock and the average level of the index during the 90 trading days prior to the Annual Stockholders’ Meeting at which the Supervisory Board members were elected are each compared with the respective average for the 90 trading days prior to the Annual Stockholders’ Meeting at the conclusion of which the members’ terms end. The variable compensation is only payable if the stock has outperformed the benchmark index. The exact amount of the variable compensation depends on the extent to which the stock price outperformed the benchmark index in the preceding five years. If LANXESS stock has outperformed the Dow Jones STOXX 600 ChemicalsSM by up to 10 percentage points, the variable compensation amounts to €50 thousand for this five-year period; if it has outperformed the index by between 10 and 20 percentage points, €100 thousand is paid, and if the degree of outperformance is greater than this, the compensation is €150 thousand.
No variable compensation was paid in fiscal 2013.
The expected compensation payable for the term of office that began with the conclusion of the Annual Stockholders’ Meeting on May 28, 2010 and runs until the conclusion of the Annual Stockholders’ Meeting that resolves to ratify the Supervisory Board members’ actions for fiscal 2014 was valued at a total of €1,800 thousand (2012: €1,800 thousand) at December 31, 2013 and reported as a provision.
None of the members of the Supervisory Board received benefits for services provided individually during the reporting period. No loans or advances were granted to members of the Supervisory Board during the reporting year.
The following table breaks down the compensation received by each member of the Supervisory Board for their work on the Supervisory Board in fiscal 2013.
|Compensation of the Supervisory Board1)|
|€||Year||Fixed compensation LANXESS AG||Compensation as committee member
|Attendance allowance||Fixed compensation LANXESS Deutschland GmbH||Total|
|Dr. Rolf Stomberg, Chairman||2013||240,000||0||16,500||5,000||261,500|
|Ulrich Freese, Vice Chairman||2013||120,000||40,000||16,500||5,000||181,500|
|Dr. Rudolf Fauss||2013||80,000||40,000||15,000||5,000||140,000|
|Dr. Friedrich Janssen||2013||80,000||96,548||18,000||5,000||199,548|
|Robert J. Koehler||2013||80,000||40,000||13,500||5,000||138,500|
|Dr. Ulrich Middelmann
(deceased July 2, 2013)
(effective July 25, 2013)
|Theo H. Walthie||2013||80,000||40,000||15,000||5,000||140,000|
|1) Figures exclude value-added tax.|