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Last Update: 03/12/2009
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Part of the audited Consolidated Financial Statements and Management´s Analysis

Compensation of Supervisory Board members

The disclosure of remuneration of the Supervisory Board is based on German Commercial Code and is aligned with the recommendations of the German Corporate Governance Code.

The compensation of the Supervisory Board is regulated by the Articles of Association passed by the Annual Meeting. The compensation of the Supervisory Board of BASF Aktiengesellschaft was regulated by Section 12 of the Articles of BASF Aktiengesellschaft. The regulations for the compensation of the Supervisory Board remained unchanged regarding content within the framework of the conversion of BASF Aktiengesellschaft into BASF SE and now are contained within Section 14 of the Articles of BASF SE. Each member of the Supervisory Board receives fixed compensation of €60,000 and a performance-oriented variable compensation for each full €0.01 by which the earnings per share of the BASF Group declared in the BASF Group Consolidated Financial Statements for the year for which the remuneration is being paid exceeds the minimum earnings per share.

The minimum earnings per share for the year 2008 is €1.35. The performance-oriented variable remuneration is €800 for each full €0.01 of earnings per share up to an earnings per share of €2.10, €600 for each further €0.01 of earnings per share up to an earnings per share of €2.60, and €400 for each €0.01 beyond this. The performance-oriented variable remuneration is limited to a maximum amount of €120,000. The minimum earnings per share and the corresponding thresholds shall increase by €0.05 for each subsequent financial year. Based on the earnings per share of €3.13 published in the BASF Group Consolidated Statements 2008, the performance-oriented compensation amounted to €111,200 in 2008. The chairman of the Supervisory Board receives two-and-a-half times and a deputy chairman one-and-a-half times the remuneration of an ordinary member.

Members of the Supervisory Board who are members of a committee, except for the Nomination Committee, shall receive a further fixed remuneration for this purpose in the amount of €12,500. For the Audit Committee, the further fixed remuneration shall be €25,000. The chairman of a committee shall receive twice and a deputy chairman one-and-half times the further fixed remuneration.

The company reimburses members of the Supervisory Board for out-of-pocket expenses and value-added tax to be paid with regard to their activities as members of the Supervisory Board or of a committee. The company further grants the members of the Supervisory Board a fee of €500 for attending a meeting of the Supervisory Board or one of its committees to which they belong and includes the performance of the duties of the members of the Supervisory Board in the cover of a consequential loss liability insurance concluded by it (D & O insurance).

Compensation of Supervisory Board members of BASF Aktiengesellschaft

With the conversion of BASF Aktiengesellschaft into BASF SE on January 14, 2008, the mandates for the previous Supervisory Board members ended. Therefore, they receive pro rata one twelfth of the above mentioned compensation according to Section 12 (4) of the Articles of BASF Aktiengesellschaft.

For the individual members of the Supervisory Board of BASF Aktiengesellschaft (until January 14, 2008), the following compensation results:

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Thousand €

Fixed compensation

 

Performance-oriented variable compensation

 

Payment for committee membership(s)

 

Total compensation

 

20081

2007

 

20081

2007

 

20081

2007

 

20081

2007

1

To compare with the compensation for 2007, the membership of the Supervisory Board of BASF SE (see next table) should be taken into consideration

2

Chairman of the Personnel Committee

3

Member of the Personnel Committe

4

Chairman of the Audit Committee

5

Member of the Audit Committee

Prof. Dr. Jürgen Strube,
Chairman of the
Supervisory Board2

12.5

150

 

23.2

300

 

2.1

25

 

37.8

475

Robert Oswald,
Vice Chairman of the
Supervisory Board3

7.5

90

 

13.9

180

 

1

12.5

 

22.4

282.5

Ralf-Gerd Bastian

5

60

 

9.3

120

 

 

14.3

180

Wolfgang Daniel

5

60

 

9.3

120

 

 

14.3

180

Prof. Dr. François Diederich

5

60

 

9.3

120

 

 

14.3

180

Michael Diekmann

5

60

 

9.3

120

 

 

14.3

180

Dr. Tessen von Heydebreck3

5

60

 

9.3

120

 

1

12.5

 

15.3

192.5

Arthur Kelly

5

60

 

9.3

120

 

 

14.3

180

Rolf Kleffmann

5

60

 

9.3

120

 

 

14.3

180

Max Dietrich Kley4

5

60

 

9.3

120

 

4.2

50

 

18.5

230

Prof. Dr. Renate Köcher

5

60

 

9.3

120

 

 

14.3

180

Eva Kraut

5

60

 

9.3

120

 

 

14.3

180

Ulrich Küppers

5

60

 

9.3

120

 

 

14.3

180

Konrad Manteuffel

5

60

 

9.3

120

 

 

14.3

180

Hans Dieter Pötsch5

5

60

 

9.3

120

 

2.1

25

 

16.4

205

Prof. Dr. Hermann Scholl

5

60

 

9.3

120

 

 

14.3

180

Ralf Sikorski

5

60

 

9.3

120

 

 

14.3

180

Robert Studer

5

60

 

9.3

120

 

 

14.3

180

Michael Vassiliadis3,5

5

60

 

9.3

120

 

3.1

37.5

 

17.4

217.5

Dr. Friedrich Wirsing5

5

40

 

9.3

80

 

2.1

12.5

 

16.4

132.5

Dr. Karlheinz Messmer5
(until April 30, 2007)

20

 

40

 

8.3

 

68.3

Total:

110

1,320

 

204.5

2,640

 

15.6

183.3

 

330.1

4,143.3

Compensation of Supervisory Board members of BASF SE

The newly constituted Supervisory Board of BASF SE came into existence with the conversion from BASF Aktiengesellschaft to the legal structure of a European company (SE) on January 14, 2008. Compensation for the tenure of a member of the first Supervisory Board up until the Annual Meeting on April 30, 2009 can only be determined at the Annual Meeting according to Section 113 (2) of the German Stock Corporation Act. The Board of Directors and the Supervisory Board will propose to bestow compensation according to the regulations of Section 14 of the Articles of BASF SE at the Annual Meeting. To avoid double-counting, compensation for January 2008 is bestowed only for those who first took on Supervisory Board functions in this month. According to this, the following compensation resulted:

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Thousand €

 

 

 

Fixed compensation

Performance-oriented variable compensation

Payment for committee membership(s)

Total compensation

1

Chairman of the Personnel Committee

2

Member of the Personnel Committee

3

Chairman of the Audit Committee

4

Member of the Audit Committee

Prof. Dr. Jürgen Strube,
Chairman of the Supervisory Board1

137.5

254.8

22.9

415.2

Michael Diekmann,
Vice Chairman of the Supervisory Board

85

157.5

242.5

Robert Oswald,
Vice Chairman of the Supervisory Board2

82.5

152.9

11.5

246.9

Ralf-Gerd Bastian4

55

101.9

25

181.9

Wolfgang Daniel

55

101.9

156.9

Prof. Dr. François Diederich

55

101.9

156.9

Franz Fehrenbach4

60

111.2

25

196.2

Dr. Tessen von Heydebreck2

55

101.9

11.5

168.4

Max Dietrich Kley3

55

101.9

45.8

202.7

Ulrich Küppers (until May 30, 2008)

20

37.1

57.1

Denise Schellemans

60

111.2

171.2

Ralf Sikorski (since May 31, 2008)

40

74.1

114.1

Michael Vassiliadis2,4

55

101.9

34.4

191.3

Total

815

1,510.2

176.1

2,501.3

Subject to a resolution at the Annual Meeting on April 30, 2009, total compensation of the Supervisory Board of the company, including the attendance fee for the activity, in 2008 was €2.9 million (2007: €4.2 million).

Compensation for Supervisory Board membership and membership of Supervisory Board committees is payable after the Annual Meeting, which approves the Consolidated Financial Statements upon which the variable compensation is based. Accordingly, compensation relating to the year 2008, will be paid following the Annual Meeting on April 30, 2009.

In the year 2008, the company paid the Supervisory Board member, Prof. Dr. Diederich, approximately €24,200 (2007: approximately €23,400), plus value-added taxes and out-of-pocket expenses for consulting work in the area of chemical research based on a consulting contract approved by the Supervisory Board.

Beyond this, Supervisory Board members did not receive any further compensation in 2008 for services rendered personally, in particular, the rendering of advisory and agency services.
For information on the shareholdings of Board and Supervisory Board members see Share ownership by members of the Board of Executive Directors and the Supervisory Board

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