The Supervisory Board appoints the members of the Board of Executive Directors and monitors and advises the Board on management issues. Members of the Supervisory Board cannot simultaneously be members of the Board of Executive Directors. Structurally, this ensures a high level of autonomy with regards to the supervision of the Board of Executive Directors.
The change in legal form to an SE has brought about substantial changes in the Supervisory Board. The German Codetermination Act, which is the relevant statutory foundation regarding the size and composition of the Supervisory Board of an Aktiengesellschaft, does not apply to the SE. Together with the SE Council Regulation, the relevant statutory foundations are the statutes of BASF SE and the Agreement Concerning the Involvement of Employees in BASF SE (Employee Participation Agreement) that was signed on November 15, 2007, by the company management and the representatives of BASF Group’s European employees.
The statutes of BASF SE and the Employee Participation Agreement can be found on the Internet at
While the Supervisory Board of BASF Aktiengesellschaft acting until January 14, 2008, comprised 20 members, 10 of whom elected at the Annual Meeting and 10 of whom elected by employees employed in Germany by the BASF Group Companies, the Supervisory Board of BASF SE comprises 12 members. Six members are elected by the shareholders at the Annual Meeting. The remaining six members are elected by the “BASF Europa Betriebsrat,” the European employee representation body of the BASF Group, as agreed to in the Employee Participation Agreement.
The members of the Supervisory Board of BASF Aktiengesellschaft with effect until January 14, 2008, and the members of the first Supervisory Board of BASF SE including their membership of the supervisory bodies of other companies are listed under . The compensation of the Supervisory Board is described in detail in the .
Resolutions of the Supervisory Board are passed by a simple majority of the votes of the participating members of the Supervisory Board. In the event of a tie, the vote of the Chairman of the Supervisory Board, who must always be a shareholder representative, shall be the casting vote. This resolution process is also applicable for the appointment and dismissal of members of the Board of Executive Directors by the Supervisory Board.
BASF SE’s Supervisory Board established a total of three Supervisory Board Committees: the Personnel Committee, the Audit Committee and the Nomination Committee.
The Personnel Committee, among other things, prepares the appointment of members of the Board of Executive Directors by the Supervisory Board, develops the main features of the Board of Executive Directors’ compensation, and, based on the decisions of the Supervisory Board, sets the details of Board of Executive Directors members’ remuneration and related contractual issues. It comprises Supervisory Board Chairman Dr. Jürgen Strube (chairman) as well as Supervisory Board members Robert Oswald, Dr. Tessen von Heydebreck and Michael Vassiliadis.
The Audit Committee makes preparations for the negotiations and resolutions of the Supervisory Board for the approval of the financial statements and consolidated financial statements, considers the Quarterly and First-Half financial reports with the Board of Executive Directors prior to their publication and deals with risk monitoring and the internal control over financial reporting. The Audit Committee is also responsible for business relations with the company’s auditor: It prepares the Supervisory Board’s proposal to the Annual Meeting regarding the selection of an auditor, monitors the auditor’s independence, defines the key aspects of the audit together with the auditor, negotiates the auditing fees and establishes the conditions for the provision of the auditor’s non-audit services. The members of the Audit Committee are Max Dietrich Kley, Ralf-Gerd Bastian, Franz Fehrenbach and Michael Vassiliadis. The chairman of the Audit Committee is Max Dietrich Kley.
Max Dietrich Kley has particular knowledge and experience in the application of accounting principles and internal control procedures, and has been named by the Supervisory Board as Audit Committee Financial Expert.
According to the recommendation of the German Corporate Governance Code, newly introduced in July 2007, BASF’s Supervisory Board established a Nomination Committee that will prepare the proposals for the election of Supervisory Board members at the Annual Meeting. The members of the Nomination Committee are the members of the Supervisory Board elected at the Annual Meeting, in other words, Prof. Dr. Jürgen Strube, Prof. Dr. Francois Diederich, Michael Diekmann, Franz Fehrenbach, Dr. Tessen von Heydebreck and Max Dietrich Kley.