Compensation of the Supervisory Board

The Supervisory Board is compensated based on the relevant provisions of the Articles of Incorporation as last amended at the Annual Stockholders’ Meeting on April 28, 2017.

The members of the Supervisory Board receive fixed annual compensation of €132 thousand (2017: €132 thousand) plus reimbursement of their expenses.

In accordance with the recommendations of the German Corporate Governance 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 €396 thousand (2017: €396 thousand), the Vice Chairman €264 thousand (2017: €264 thousand). 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 €132 thousand (2017: €132 thousand) and the other members of the Audit Committee €66 thousand (2017: €66 thousand) each. The chairmen of the remaining committees receive €66 thousand (2017: €66 thousand) each and the other members of those committees €33 thousand (2017: €33 thousand) each. As before, 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. As in the past, 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 a committee. The attendance fee is limited to €1 thousand per day.

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. The obligation to purchase Bayer shares was adjusted in 2017 and now only applies for the first five years of membership of the Supervisory Board; these shares must then be held until membership of the Supervisory Board ceases. Bayer shares acquired prior to 2017 in connection with the voluntary pledge are taken into account for this purpose. 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 2018

The following table shows the components of each Supervisory Board member’s compensation for 2018.

Compensation of the Members of the Supervisory Board of Bayer AG in 2018

 

 

Fixed compensation

 

Attendance fee

 

Total

 

 

2017

2018

 

2017

2018

 

2017

2018

 

 

€ thou­sand

€ thou­sand

 

€ thou­sand

€ thou­sand

 

€ thou­sand

€ thou­sand

1

Member of the Supervisory Board since May 25, 2018

2

Member of the Supervisory Board until April 28, 2017

3

Member of the Supervisory Board until June 4, 2017

4

Member of the Supervisory Board until September 30, 2017

5

Member of the Supervisory Board until May 25, 2018

Members of the Supervisory Board serving as of December 31, 2018

 

 

 

 

 

 

 

 

 

Dr. Paul Achleitner

 

192

198

 

5

6

 

197

204

Dr. Simone Bagel-Trah

 

128

132

 

3

5

 

131

137

Dr. Norbert W. Bischofberger

 

92

165

 

3

5

 

95

170

André van Broich

 

170

198

 

6

7

 

176

205

Thomas Ebeling

 

128

132

 

4

3

 

132

135

Dr. Thomas Elsner

 

134

198

 

7

10

 

141

208

Johanna W. (Hanneke) Faber

 

128

132

 

4

4

 

132

136

Colleen A. Goggins

 

90

132

 

3

4

 

93

136

Heike Hausfeld

 

112

165

 

4

7

 

116

172

Reiner Hoffmann

 

128

132

 

2

4

 

130

136

Frank Löllgen

 

192

198

 

8

10

 

200

208

Prof. Dr. Wolfgang Plischke

 

256

264

 

8

10

 

264

274

Petra Reinbold-Knape

 

192

198

 

4

6

 

196

204

Detlef Rennings

 

76

132

 

3

6

 

79

138

Sabine Schaab

 

36

165

 

3

6

 

39

171

Michael Schmidt-Kießling

 

128

132

 

5

6

 

133

138

Werner Wenning (Chairman)

 

384

396

 

10

11

 

394

407

Prof. Dr. Otmar D. Wiestler

 

160

165

 

6

5

 

166

170

Prof. Dr. Norbert Winkeljohann1

 

160

 

5

 

165

Oliver Zühlke (Vice Chairman)

 

256

264

 

8

9

 

264

273

Members who left the Supervisory Board in 2017 and 2018

 

 

 

 

 

 

 

 

 

Dr. Clemens Börsig2

 

39

 

2

 

41

Dr. Thomas Fischer2

 

58

 

4

 

62

Yüksel Karaaslan3

 

65

 

2

 

67

Petra Kronen4

 

105

 

3

 

108

Sue H. Rataj2

 

39

 

2

 

41

Dr. Klaus Sturany5

 

256

105

 

9

5

 

265

110

Heinz Georg Webers2

 

39

 

2

 

41

Total

 

3,583

3,763

 

120

134

 

3,703

3,897

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 2018 was €757 thousand (2017: €767 thousand), including fixed and variable compensation components. Pension obligations to all employee representatives on the Supervisory Board amounted to €4,072 thousand (2017: €3,941 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.

Compare to Last Year