The Supervisory Board has four committees

Focus on certain topics

Approving the Annual Report, monitoring risk management or appointing members of the Board of Management – certain topics are initially dealt with by the Supervisory Board committees. Covestro has four such committees made up of various members of the Supervisory Board.

The Presidial Committee serves primarily as the mediation committee pursuant to the German Codetermination Act. It has the task of submitting proposals to the Supervisory Board on the appointment of members of the Board of Management if the necessary two-thirds majority is not achieved in the first vote at a plenary meeting. Certain decision-making powers in connection with capital measures, including the power to amend the Articles of Incorporation accordingly, have also been delegated to this committee.

The Audit Committee monitors the accounting process and is responsible for examining the financial statements, consolidated financial statements and management reports, and for discussing the financial information issued during the year with the Board of Management. On the basis of the auditor’s report, the Audit Committee develops proposals for resolution by the Supervisory Board relating to the confirmation of the financial statements, the approval of the consolidated financial statements and the use of the distributable profit.

The Audit Committee is also responsible for the company’s relationship with the external auditor. In addition, the Audit Committee monitors the effectiveness of the internal control system, the risk management system, the internal audit system and the compliance function.

The Human Resources Committee prepares the decisions of the full Supervisory Board concerning appointments or dismissals of members of the Board of Management. It also resolves on behalf of the Supervisory Board on the service contracts of the members of the Board of Management. However, it is the task of the full Supervisory Board to resolve on the total compensation of the individual members of the Board of Management and the respective compensation components, as well as to regularly review the compensation system on the basis of recommendations submitted by the Human Resources Committee. The Human Resources Committee also discusses the long-term succession planning for the Board of Management.

The Nominations Committee carries out preparatory work when an election of stockholder representatives to the Supervisory Board is to be held. It suggests suitable candidates for the Supervisory Board to propose to the Annual Stockholders’ Meeting for election.

Further information about the Supervisory Board committees can be found in the Corporate Governance chapter in the Annual Report 2015.

Members of Commitees