BASF SE’s Supervisory Board established a total of three Committees: the Committee for personnel affairs of the Board of Executive Directors as well as the granting of loans in accordance with Section 4 of the German Stock Corporation Act (Personnel Committee), the Audit Committee and the Nomination Committee. The Supervisory Board received regular reports on the activities of these committees.
The Personnel Committee consists of Supervisory Board Chairman Dr. Jürgen Strube (chairman), Supervisory Board Deputy Chairman Robert Oswald (deputy chairman), Dr. Tessen von Heydebreck and Michael Vassiliadis. The Personnel Committee met five times in 2008. At its meetings, sometimes with the Chairman of the Board of Executive Directors, it discussed, in particular, the long-term succession planning for the Board of Executive Directors as well as the compensation of the Board of Executive Directors. In addition, the decisions to be made by the Supervisory Board regarding appointments to the Board of Executive Directors were discussed intensively. The resolutions were proposed to the plenary session of the Supervisory Board. These included the appointment of Dr. Hans-Ulrich Engel as a member of the Board of Executive Directors (until March 3, 2011), and the extension of the membership of Dr. Martin Brudermüller (until the 2013 Annual Meeting). The Supervisory Board adopted the proposed resolutions of the Personnel Committee at its meetings on March 4, and on July 4, 2008.
The Audit Committee consists of Supervisory Board members Max Dietrich Kley, Ralf-Gerd Bastian, Franz Fehrenbach and Michael Vassiliadis. The chairman of the Audit Committee is Max Dietrich Kley, who has also been appointed “Audit Committee Financial Expert.” The Audit Committee met four times in 2008. The core duties were to review the Financial Statements 2007 of BASF SE as well as the Consolidated Financial Statements 2007 and to discuss the quarterly and first-half financial reports before their publication with the Board of Executive Directors. Further focal points were advising the Board of Executive Directors on accounting issues, discussing and defining the focus of the audit; regulating business relations with the company’s auditor, including the adoption of a resolution regarding the provision of non-audit services by the auditor; agreeing upon the auditing fees; and monitoring the auditor’s independence. The Audit Committee also discussed the implications of the new recommendations and provisions on the work of the Audit Committee, in particular of the German Corporate Governance Code in the amended version of June 6, 2008 and the German law “Bilanzrechtsmodernisierungsgesetz” which implements E.U. Directive 2006/43/EC and which is currently in the legislative procedure.
The members of the Nomination Committee are exclusively the members of the Supervisory Board elected by the Annual Meeting. These are Prof. Dr. Jürgen Strube, Prof. Dr. François Diederich, Michael Diekmann, Franz Fehrenbach, Dr. Tessen von Heydebreck and Max Dietrich Kley. The duty of the Nomination Committee is the preparation of candidate proposals for those Supervisory Board members who are elected by the Annual Meeting. The members of the Nomination Committee consulted on the selection of candidates for the coming election at the Annual Meeting on April 30, 2009, and on March 2, 2009, decided on a candidate proposal and tabled it for resolution before the Supervisory Board meeting on March 3, 2009. This also included the proposal for the future Chairman of the Supervisory Board. The Supervisory Board confirmed the proposal of the Nomination Committee for the election at the Annual Meeting.