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 publicly 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 prorated 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 pledged to purchase Bayer shares.

The members of the Supervisory Board have given a voluntary pledge that they will each purchase Bayer shares for 25% of their pretax 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 2016

The following table shows the components of each Supervisory Board member’s compensation for 2016.

Compensation of the Members of the Supervisory Board of Bayer AG in 2016

 

 

Fixed compensation

 

Attendance fee

 

Total

 

 

2015

2016

 

2015

2016

 

2015

2016

 

 

€ thousand

€ thousand

 

€ thousand

€ thousand

 

€ thousand

€ thousand

1

Member of the Supervisory Board since April 30, 2016

2

Prof. 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.

3

Member of the Supervisory Board until April 29, 2016

4

Member of the Supervisory Board until June 30, 2015

5

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

Members of the Supervisory Board as of December 31, 2016

 

 

 

 

 

 

 

 

 

Dr. Paul Achleitner

 

180

180

 

5

5

 

185

185

Dr. Simone Bagel-Trah

 

120

120

 

4

5

 

124

125

Dr. Clemens Börsig

 

120

120

 

4

5

 

124

125

André van Broich

 

129

150

 

6

5

 

135

155

Thomas Ebeling

 

120

120

 

4

4

 

124

124

Johanna W. (Hanneke) Faber1

 

81

 

2

 

83

Dr. Thomas Fischer

 

180

180

 

9

9

 

189

189

Reiner Hoffmann

 

180

127

 

5

5

 

185

132

Yüksel Karaaslan

 

135

150

 

6

5

 

141

155

Petra Kronen

 

150

150

 

6

4

 

156

154

Frank Löllgen

 

19

173

 

1

8

 

20

181

Prof. Dr. Wolfgang Plischke1

 

162

 

5

 

167

Sue H. Rataj

 

120

120

 

5

5

 

125

125

Petra Reinbold-Knape

 

130

180

 

5

5

 

135

185

Michael Schmidt-Kiessling

 

120

120

 

5

4

 

125

124

Dr. Klaus Sturany

 

240

240

 

9

9

 

249

249

Werner Wenning (Chairman)

 

360

360

 

11

9

 

371

369

Heinz Georg Webers

 

60

120

 

3

5

 

63

125

Prof. Dr. Otmar D. Wiestler2

 

49

150

 

3

4

 

52

154

Oliver Zühlke (Vice Chairman)

 

195

240

 

9

9

 

204

249

Members who left the Supervisory Board in 2015 and 2016

 

 

 

 

 

 

 

 

 

Dr. Helmut Panke3

 

180

59

 

8

4

 

188

63

Prof. Dr. Dr. Ernst-Ludwig Winnacker3

 

137

59

 

6

2

 

143

61

Peter Hausmann4

 

125

 

5

 

130

Thomas de Win5

 

119

 

4

 

123

Total

 

3,168

3,361

 

123

118

 

3,291

3,479

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 2016 was €939 thousand (2015: €741 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.