16.4.3 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 receive fixed annual compensation of €120,000 plus reimbursement of their expenses.

In accordance with the recommendations of the German Corporate governance comprises the long-term management and oversight of the company in accordance with the principles of responsibility and transparency. The German Corporate Governance Code sets out basic principles for the management and oversight of listed companies. Code, additional compensation is paid to the Chairman and Vice Chairman of the Supervisory Board and for chairing and membership of committees. The Chairman of the Supervisory Board receives fixed annual compensation of €360,000, the Vice Chairman €240,000. These amounts also cover membership and chairmanship of committees. The other members receive additional compensation for committee membership. The chairman of the Audit Committee receives an additional €120,000, the other members of the Audit Committee €60,000 each. The chairmen of the remaining committees receive €60,000 each, the other members of those committees €30,000 each. No additional compensation is paid for membership of the Nominations Committee. A Supervisory Board member who is a member of 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 €1,000 each time they personally attend a meeting of the Supervisory Board or a committee. The attendance fee is limited to €1,000 per day.

The members of the Supervisory Board have given a voluntary pledge that they will each purchase Bayer shares for 25% of their pre-tax fixed compensation, including any additional compensation for committee membership, and hold these shares for as long as they remain members of the Supervisory Board. This does not apply to members who are prevented from purchasing shares due to a service or employment contract with a company or who transfer at least 85% of their fixed compensation to the Hans Böckler Foundation in accordance with the rules of the German Trade Union Confederation or whose service or employment contract with a company requires them to transfer such compensation to that company. If less than 85% of the fixed compensation is transferred, the voluntary pledge applies to the portion not transferred. By voluntarily pledging to invest in and hold Bayer shares, the Supervisory Board members reinforce their interest in the long-term, sustainable success of the company.

Compensation of the Supervisory Board in 2015

The following table shows the components of each Supervisory Board member’s compensation for 2015.

Compensation of the Members of the Supervisory Board of Bayer AG in 2015

 

 

Fixed compensation

 

Attendance fee

 

Total

 

 

2014

2015

 

2014

2015

 

2014

2015

 

 

€ thousand

€ thousand

 

€ thousand

€ thousand

 

€ thousand

€ thousand

1

Member of the Supervisory Board since November 3, 2015

2

Member of the Supervisory Board since July 1, 2015

3

Prof. Dr. Wiestler has received compensation for his membership of the Supervisory Board since September 1, 2015. Previously, his office as Chairman of the Management Board of the German Cancer Research Center precluded his acceptance of this compensation.

4

Vice Chairman of the Supervisory Board since July 1, 2015

5

Member of the Supervisory Board until October 31, 2015

6

Member and Vice Chairman of the Supervisory Board until June 30, 2015

7

Member of the Supervisory Board until 2014

Members of the Supervisory Board as of December 31, 2015

 

 

 

 

 

 

 

 

 

Dr. Paul Achleitner

 

180

180

 

5

5

 

185

185

Dr. Simone Bagel-Trah

 

81

120

 

3

4

 

84

124

Dr. Clemens Börsig

 

120

120

 

4

4

 

124

124

André van Broich

 

120

129

 

5

6

 

125

135

Thomas Ebeling

 

120

120

 

4

4

 

124

124

Dr. Thomas Fischer

 

180

180

 

9

9

 

189

189

Reiner Hoffmann

 

180

180

 

8

5

 

188

185

Yüksel Karaaslan

 

120

135

 

5

6

 

125

141

Petra Kronen

 

150

150

 

5

6

 

155

156

Frank Löllgen1

 

19

 

1

 

20

Dr. Helmut Panke

 

155

180

 

5

8

 

160

188

Sue H. Rataj

 

120

120

 

4

5

 

124

125

Petra Reinbold-Knape

 

120

130

 

4

5

 

124

135

Michael Schmidt-Kiessling

 

120

120

 

5

5

 

125

125

Dr. Klaus Sturany

 

240

240

 

8

9

 

248

249

Werner Wenning (Chairman)

 

360

360

 

10

11

 

370

371

Heinz Georg Webers2

 

60

 

3

 

63

Prof. Dr. Otmar D. Wiestler3

 

0

49

 

0

3

 

0

52

Prof. Dr. Dr. Ernst-Ludwig Winnacker

 

120

137

 

5

6

 

125

143

Oliver Zühlke (Vice Chairman)4

 

150

195

 

5

9

 

155

204

Members who left the Supervisory Board in 2014/2015

 

 

 

 

 

 

 

 

 

Peter Hausmann5

 

150

125

 

4

5

 

154

130

Thomas de Win6

 

240

119

 

7

4

 

247

123

Prof. Dr. Ekkehard D. Schulz7

 

59

 

3

 

62

Dr. Klaus Kleinfeld7

 

90

 

3

 

93

Total

 

3,175

3,168

 

111

123

 

3,286

3,291

In addition to their compensation as members of the Supervisory Board, those employee representatives who are employees of Bayer Group companies receive compensation unrelated to their service on the Supervisory Board. The total amount of such compensation in 2015 was €741 thousand (2014: €737 thousand).

No compensation was paid or benefits granted to members of the Supervisory Board for personally performed services such as consultancy or agency services. 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.