Compensation of the Supervisory Board

The Supervisory Board is compensated according to the relevant provisions of the Articles of Incorporation.

The members of the Supervisory Board each receive fixed annual compensation of €100 thousand plus reimbursement of their expenses.

In accordance with the recommendations of the German Corporate Governance Code, additional compensation is paid to the Supervisory Board Chair and Vice Chair, and for chairing and membership in committees. The Chair of the Supervisory Board receives fixed annual compensation of €300 thousand, the Vice Chair €150 thousand. The other members of the Supervisory Board are entitled to additional compensation for membership in or chairmanship of committees. The Chair of the Audit Committee receives an additional €50 thousand, the other members of the Audit Committee €25 thousand each. The chairs of the remaining committees receive €30 thousand each, the other members of those committees €20 thousand each. No additional compensation is paid for membership in the Nominations Committee. Work on committees will be considered for no more than two committees. receives compensation only for the two committees with the highest compensation. If changes are made to the Supervisory Board and/or its committees during the year, members receive compensation on a pro-rated basis. The members of the Supervisory Board also receive an attendance fee of €1 thousand each time they personally attend a meeting of the Supervisory Board or acommittee. The attendance fee is limited to €1 thousand per day.

The members of the Supervisory Board gave a voluntary commitment that they will each purchase Covestro shares for 25% of their fixed compensation, including any compensation for committee membership (before taxes) and hold these shares for as long as they remain members of the Supervisory Board. Following in-depth discussions, the Supervisory Board resolved in 2018 to rescind the voluntary commitment to purchase shares in consideration of the insider trading risks associated with stock purchases. Only the obligation to hold previously acquired shares for the duration of membership in the Supervisory Board remains unchanged.

Compensation of the Supervisory Board for the fiscal year

The following table outlines the components of each Covestro AG Supervisory Board member’s compensation for the 2018 reporting period and the prior-year period.

In addition to their compensation as members of the Supervisory Board, those employee representatives who are employees of Covestro Group companies receive compensation unrelated to their service on the Supervisory Board. The total amount of such compensation was €925 thousand (previous year: €915 thousand).

No compensation was paid or benefits granted to members of the Supervisory Board for personally performed services such as consulting or agency services. In addition, the company has purchased insurance for the members of the Supervisory Board to cover their personal liability arising from their service on the Supervisory Board. This includes a deductible that is in line with the GCGC recommendation.