Oversight and advice

Covestro Supervisory Board

The 12-member Supervisory Board advises and oversees the Board of Management. Under the German Codetermination Act, half the members of the Supervisory Board are elected by the stockholders and half by the company's employees.

The Supervisory Board is directly involved in decisions on matters of fundamental importance to the company, regularly conferring with the Board of Management on the strategic alignment of Covestro AG and the Covestro Group, and on the implementation status of the business strategy. The Chair of the Supervisory Board coordinates its work and presides over the meetings.

Through regular discussions with the Board of Management, the Supervisory Board is kept constantly informed of business policy, corporate planning and strategy. The Supervisory Board approves the annual budget and financing framework. lt also approves the ﬁnancial statements of Covestro AG and the consolidated ﬁnancial statements of the Covestro Group, along with the combined management report, taking into account the reports by the auditor.

In line with its own goals and in accordance with German law, the Supervisory Board consists of at least 30% women and of at least 30% men. Moreover, the Supervisory Board has the objective of ensuring that three-quarters of its members and more than half of the stockholder representatives are sufficiently independent. This requirement has also been met.

The Supervisory Board assesses the independence of its members according to the recommendations contained in Section 5.4.2 of the German Corporate Governance Code. It also considers the criteria given in the European Commission recommendation of February 15, 2005 (2005/162/EC, Annex 2).

Most Supervisory Board members possess extensive knowledge of the chemical or polymer industries in which Covestro does business. This industry knowledge was acquired by the members either through their jobs or the requisite continuing education.

The Supervisory Board has four committees: the Presidial Committee, the Audit Committee, the Human Resources Committee and the Nominations Committee. The average attendance rate by Supervisory Board members at the 2018 meetings of the full Supervisory Board and of its committees was above 97%.

The chair of the Supervisory Board coordinates the work of the Supervisory Board and presides over the meetings. Since Covestro has become an independent company, this office has been held by Dr. Richard Pott.

The Supervisory Board evaluates the efficiency of its work regularly on the basis of a questionnaire. The questionnaire covers the preparation and execution of meetings, the work of the committees and the presentation of information.

For more information on the Supervisory Board of Covestro, see the Covestro Annual Report 2019. This also contains details about compensation of the Supervisory Board

The Members of the Covestro Supervisory Board

Dr. Richard Pott (Chair) ¹

Year of Birth: 1953
Nationality: German

Biography
Position
- Former Member of the Board of Management and Labor Director of Bayer AG
- Member of various Supervisory Boards
Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
- Chair of the Supervisory Board of Covestro Deutschland AG
- Member of the Supervisory Board of Freudenberg SE
- Member of the Supervisory Board of SCHOTT AG
Member of the Supervisory Board since August 2015

Dr. Richard Pott, born 1953, obtained his doctorate degree in physics at the University of Cologne, and joined Bayer AG Central Research Department in Uerdingen in 1984. After holding a number of functions and management positions in Research and Development, Corporate Organization, Strategic Planning, Corporate Planning and Controlling at Bayer AG he was appointed Head of the Business Unit Specialty Products before he finally served as a member of the Board of Management of Bayer AG from 2002 to 2013 with responsibility for Strategy and Human Resources.

Pott was Labor Director of Bayer AG and was responsible for the regions Americas, Africa and Middle East. Pott is a member of the supervisory boards of Freudenberg SE, Schott AG and Covestro Deutschland AG (Chairman). He is also Chairman of the University Council of the University of Cologne.
Petra Kronen (Vice Chair) ²

Year of birth: 1964
Nationality: German

Biography
Position:
- Chair of the Works Council of Covestro at the Uerdingen site
- Chair of the General Works Council of Covestro
- Vice Chair of Covestro-European Forum
- Employee of Covestro Deutschland AG
Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies
- Vice Chair of the Supervisory Board of Covestro Deutschland AG
- Member of the Supervisory Board of Bayer Beistandskasse VVaG
Member of the Supervisory Board since October 2015

Petra Kronen, born 1964, served an apprenticeship as a young chemical laboratory technician (Chemielaborjungwerkerin) at Bayer AG in Uerdingen from 1980 to 1982. Subsequently, she worked for Central Research in Uerdingen from 1982 to 1991. In 1987, Petra Kronen was elected as member of the works council (Betriebsrat) of Bayer AG and as steward (Vertrauensfrau) in Central Research for the first time. As of 1 May 1991, she was elected as full-time member of the works council. In 1997, she was elected as deputy chairwoman of the works council and as member of the central works council (Gesamtbetriebsrat), the central operations committee (Gesamtbetriebsausschuss) and the economics committee (Wirtschaftsausschuss) of Bayer AG.

In 1999, Petra Kronen was elected as chairwoman of the works council of Bayer AG (Covestro since September 2015) at the Uerdingen site and has held this office since then. From July 2000 until September 2017, she was a member of the supervisory board of Bayer AG; since August 2003 she has been a member of the supervisory board of Bayer MaterialScience/ Covestro Deutschland AG (since 7 December 2009: deputy chairwoman) and a member of the economics committee of Covestro Deutschland AG (spokeswoman). Since May 2016 Kronen holds the chair of the General Works Council of Covestro and since November 2016 she holds the vice chair of the Covestro-Europe Forum (CEF). In addition to that she is a member of the supervisory board of Bayer Beistandskasse.

Year of Birth: 1949

Nationality: Italian and US Citizen

Position:

Chair of the Board of Falco Enterprises AG
Chair of the Board of Falco Holding SA
Chair of the Board of Falco Capital AG

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:

Member of the Supervisory Board of Covestro Deutschland AG

Member of the Supervisory Board since October 2015

Ferdinando Falco Beccalli, born 1949, graduated with a masters in chemical engineering from Polytechnic of Torino in Italy. Currently, Beccalli is chief executive officer at Falco Enterprises AG, Zürich, Switzerland. He started his career in the United States in 1975, then serving in leadership positions in the U.S., the Netherlands, Japan, Belgium and Germany for GE and left the company in 2014 as senior vice president and member of the corporate executive council responsible for GE Europe. Prior to his current roles, he spent 40 years at GE and is senior operating executive of Rhône Capital and was president of ENAV S.p.A. until 2017.

Beccalli serves as a member of the board of directors of the Foreign Policy Association in New York and of the Centre for European Policy Studies (CEPS) in Brussels. In 2007, he became a Knight of Merit for Labor in Italy and in 2009, he was granted the French Legion of Honor.

Year of Birth: 1966

Nationality: German

Position:

Executive Member of the Board of Deutsches Aktieninstitut e.V.

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:

Member of the Supervisory Board of Covestro Deutschland AG
Member of the Supervisory Board of MTU Aero Engines AG
Member of the Supervisory Board of OSRAM GmbH
Member of the Supervisory Board of OSRAM Licht AG
Member of the Supervisory Board of TÜV SÜD AG

Member of the Supervisory Board since October 2015

Dr. Christine Maria Bortenlänger, born 1966, started with an apprenticeship at Bayerische Vereinsbank AG, Munich, and continued to study economics and business administration at the Ludwig-Maximilians-University in Munich, graduating in 1994. In 1996 she passed her doctorate. She is a scholarship holder of the Friedrich-Ebert-Foundation. Bortenlänger began her career as a senior consultant in the financial services sector in 1996 with Dr. Seebauer & Partner in Munich. Prior to this she has held several project manager roles, including working for Bayerische Landesbank on their electronic business networking /electronic commerce project and for an international research project for the German Research Council.

In July 1998 Bortenlänger joined Munich Stock Exchange as deputy managing director, responsible for marketing and public relations. Between 2000 and 2012 she was a member of the executive board of Bayerische Börse AG and managing director of the Munich Stock Exchange. In her role she was responsible for customer service, marketing and sales, market policy, public relations, organization and IT. Effective September 1, 2012 Bortenlänger has joined Deutsches Aktieninstitut e.V., Frankfurt, Germany, as chief executive officer. Bortenlänger is a member of the supervisory boards of MTU Aero Engines AG (Munich), OSRAM GmbH (Munich), OSRAM Licht AG (Munich) and TÜV Süd Aktiengesellschaft (Munich).

Year of Birth: 1962

Nationality: German

Position:

Member of the Board of Management of thyssenkrupp AG (since February 2019)

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:

Member of the Supervisory Board of Covestro Deutschland AG

Member of the Supervisory Board since August 2015

Johannes Dietsch, born 1962, started his career after graduating from high school as he joined Bayer Group as a commercial trainee. On completion of his training in 1984, he held a number of management positions in various departments within the company. He gained several years of overseas experience during two assignments at Bayer Japan, Ltd., latter as chief financial officer in finance and administration. In 2001 Dietsch was made Head of Corporate Finance in the Finance Division, becoming head of Finance in the Corporate Center of Bayer AG on July 1, 2002. His area of responsibility included Treasury, Corporate Finance, Financial Controlling, Asset Management Pensions, Mergers & Acquisitions and Taxes.

In September 2011, he was appointed as Senior Bayer Representative and CFO for Greater China at Bayer China in Shanghai. Dietsch was a member of the Management Board of Bayer AG from September 1, 2014 until May 31, 2018. He was responsible for Finance (chief financial officer) as well as for the regions Asia/Pacific and North America.

Dietsch serves as Chief Financial Officer of thyssenkrupp AG since February 2019.

Year of Birth: 1966

Nationality: German

Position:

Chair of the Works Council of Covestro at the Leverkusen site
Chair of the Group Works Council of Covestro
Vice Chair of the General Works Council of Covestro
Employee of Covestro Deutschland AG

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:

Member of the Supervisory Board of Covestro Deutschland AG

Member of the Supervisory Board since October 2015

Irena Küstner, born 1966, completed her professional training as chemical laboratory assistant in 1989. She then worked in various fields of the application development department within the Business Unit PUR. In addition, she was responsible for the development in the field service and laboratory.

In 2005 Küstner became steward (Vertrauensfrau) in Bayer AG and in 2006 exempt member of the works council of Bayer AG (area representative [Bereichsbetriebsrätin] for Bayer MaterialScience). Since 2016 Küstner has presided over the Works Council of Covestro at the Leverkusen site as well as the Group Works Council of Covestro and she is vice chairperson of the General Works Council of Covestro.

Year of Birth: 1959

Nationality: German

Position:

Chair of the Managerial Employees’ Committee of Covestro Deutschland AG
Manager of Covestro Deutschland AG

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:

Member of the Supervisory Board of Covestro Deutschland AG

Member of the Supervisory Board since January 2018

Dr. Ulrich Liman, born in 1959, studied chemistry in Paderborn and Berlin and was a post-doc at the University of Arizona, Tucson, USA. He began his career in the industry at Bayer AG in 1989, working in polyurethane application development. In 1996 Liman moved to Amagasaki, Japan to manage application development at the Sumika Bayer Urethane joint venture through 2001. After his return from Japan, he was responsible for product development and compounding in the Business Unit Polycarbonates at Bayer MaterialScience (BMS) in Europe. Liman went to Shanghai in 2011 to expand the Research & Development Center for Asia on behalf of BMS.

Since 2014, Liman is Senior Vice President of the Polyurethanes Business Unit, heading global research & development. He is member of the Managerial Employees’ Committee (Sprecherausschuss) since 2004 and chair since July 2017.

Year of Birth: 1954

Nationality: German

Position:

Member of various Supervisory Boards

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:

Member of the Supervisory Board of Covestro Deutschland AG
Member of the Supervisory Board of Continental AG
Member of the Supervisory Board of ProSiebenSat.1 Media SE

Member of the Supervisory Board since August 2015

Prof. Dr. Rolf Nonnenmacher, born 1954, studied business administration at the University of Regensburg, Germany. Following his doctorate from the University of Hohenheim, Stuttgart, Rolf Nonnenmacher joined KPMG in 1981 and became Partner in 1987. He has served as German senior partner from 2005 and as Chairman resp. Co-Chairman of KPMG Europe from 2007 until retirement in 2013. In 2014 Nonnenmacher became member of the supervisory board and chairman of the audit committee of Continental AG (Hannover). In 2015 he became member of the supervisory board and chairman of the audit committee of ProSiebenSat.1 Media SE (Unterföhring).

Nonnenmacher has been appointed as member of the Regierungskommission Deutscher Corporate Governance Kodex (German Corporate Governance Code) in 2016 and as Chairman of the Commission in 2017.

Nonnenmacher is Certified Accountant and honorary professor at the Goethe University in Frankfurt.

Year of Birth: 1959

Nationalität: German

Position:

Member of the Executive Committee of the German Mining, Chemical and Energy Industrial Union (IG BCE)

Mandates in other statutory supervisory boards and comparable domestic and foreign supervisory bodies:

Member of the Supervisory Board of Bayer AG
Vice Chair of the Supervisory Board of Lausitz Energie Kraftwerke AG
Vice Chair of the Supervisory Board of Lausitz Energie Bergbau AG

Member of the Supervisory Board since 07.01.2020

Petra Reinbold-Knape was born on 16.04.1959 in Kassel, Germany. After training as an office assistant at Enka Glanzstoff (1975/76), she worked in this profession for the city of Kassel from 1977 to 1979.

From 1979 to 1982, she worked as an administrative employee of IG Chemie-Papier-Keramik in the Hanover head office, Board Area 1, in the Board Secretariat.

In 1982 and 1983, she attended the Academy of Labour, Frankfurt, and subsequently worked as trade union secretary of IG Chemie-Papier-Keramik until 1997, in the Hesse regional district, the Marl and Hagen administrative offices, and in the North Rhine-Westphalia regional district.

In 1997, she became deputy district manager and district manager of the Mining, Chemical and Energy Industrial Union (IG Bergbau, Chemie, Energie) in the districts of Hamm and Recklinghausen, and in 2007 head of the North-East regional district of IG BCE, responsible for the federal states of Berlin, Brandenburg, Mecklenburg-Western Pomerania, Saxony and Saxony-Anhalt.

Since July 2015, Petra Reinbold-Knape has been a member of the IG BCE's Executive Board, where she is responsible for the areas of education, the labour market and diversity.

Year of Birth: 1955

Nationality: German

Position:

Former Member of the Board of Management and Labor Director of E.ON SE
Member of various Supervisory Boards

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:

Member of the Supervisory Board of Covestro Deutschland AG
Member of the Supervisory Board of CECONOMY AG
Member of the Supervisory Board of Leoni AG (since November 2019)
Member of the Supervisory Board of SPIE Deutschland und Zentraleuropa GmbH
Director of SPIE SA, France

Member of the Supervisory Board since October 2015

Regine Stachelhaus, born 1955, studied law at the University of Tübingen. She began her career at a German law firm. In 1984 she joined Hewlett Packard GmbH and held a number of positions in administration before serving as Managing Director from 2000 to 2009. In May 2002 she was appointed Vice President of Imaging and Printing Group in Germany. In 2009, Stachelhaus joined the German committee for UNICEF as Executive Secretary.

In 2010 she was appointed Head of Human Resources and Member of the Board of Directors of E.ON SE Germany, a major energy company included in the EUROSTOXX 50 Index. From July 2013 until June 2015 she has been a senior consultant to the chief executive officer of E.ON SE. From 2013 to 2019 she held the position as a director of the British Group Computacenter. Since 2014 she is member of the supervisory board of the French Group SPIE SA and since 2015 member of the supervisory board of SPIE Deutschland und Zentraleuropa GmbH. In February 2017 she has become Member of the Supervisory Board of Ceconomy AG formerly Metro AG, and in November 2019 of Leoni AG (Nürnberg).

Year of Birth: 1966

Nationality: German

Position:

Chair of the Works Council of Covestro at the Brunsbüttel site
Chair of Covestro-European Forum
Employee of Covestro Deutschland AG

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:

none

Member of the Supervisory Board since February 2017

Marc Stothfang, born 1966, joined Bayer AG at the Brunsbüttel site in 1984 where he successfully completed his apprenticeship to become chemistry technician (Chemiefacharbeiter). After a first assignment in the Coatings Division in Leverkusen he changed back to Brunsbüttel in 1988 to work in the MDI plant. In 1994 he became ‘Master Craftsman’ with an assignment in the TDI plant in Brunsbüttel.

Stothfang was elected member of the works council at the Brunsbüttel site in 2002. Since 2006 he is exempt member of the works council and since 2009 chairman of the works council at the Brunsbüttel site.

Year of Birth: 1970

Nationality: German

Position:

District Manager of the German Mining, Chemical and Energy Industrial Union (IG BCE) – district Leverkusen

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:

Member of the Supervisory Board of Covestro Deutschland AG

Member of the Supervisory Board since September 2016

Frank Werth, born in Recklinghausen in 1970, worked, after his apprenticeship, as a plant mechanic at Hüls AG until 1994. During this time he also completed his civilian service in the Socialistic Education Center in Oer-Erkenschwick. After obtaining a high school leaving certificate at the Westphalian College in Dortmund in 1998, he studied law at Ruhr University Bochum from 1998 to 2005.

Since 2006 he has held several full-time positions in the IG BCE labor union. As Secretary in Training he first worked in several districts before being appointed Secretary for the Leverkusen district in 2008 and Legal Protection Officer in the North Rhine-Westphalia regional legal protection office in 2009. He returned to Leverkusen as Deputy Head in 2010 and was appointed District Head in 2015.

Committees of the Supervisory Board

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. Find detailed information on each committee here below.

This comprises the Chair and Vice Chair of the Supervisory Board along with a further stockholder representative and a further employee representative. The Presidial Committee serves primarily as the mediation committee pursuant to the German Codetermination Act. lt 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.

Members

Dr. Richard Pott (Chairman)
Petra Kronen
Petra Reinbold-Knape
Regine Stachelhaus

The Audit Committee comprises three stockholder representatives and three employee representatives. The Chair of the Audit Committee in the reporting year, Prof. Dr. Rolf Nonnenmacher, satisfies the statutory requirements concerning expertise in the ﬁeld of accounting or auditing that at least one member of the Supervisory Board and the Audit Committee is required to possess and is independent pursuant to Section 5.4.2 of the German Corporate Governance Code. The Audit Committee meets regularly four times a year. lt monitors the accounting process and is responsible for examining the ﬁnancial statements, consolidated financial statements and management reports and for discussing the quarterly and half-yearly reporting with the Board of Management On the basis of the auditor’s report, the Audit Committee develops proposals for resolutions 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. It submits a proposal to the full Supervisory Board concerning the auditor's appointment and is authorized to award the audit contract to the audit firm appointed on behalf of the Supervisory Board and to agree the auditor's remuneration. It also suggests areas of focus for the audit and monitors the quality of the audit as well as the independence and qualifications of the 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.

Members

Prof. Dr. Rolf Nonnenmacher (Chairman)
Johannes Dietsch
Petra Kronen
Petra Reinbold-Knape
Irena Küstner
Dr. Richard Pott

On this committee, too, there is parity of representation between stockholders and employees. lt consists of the Chair of the Supervisory Board and three other members. The Human Resources Committee prepares the personnel decisions of the full Supervisory Board, which resolves on appointments or dismissals of members of the Board of Management. The Human Resources Committee 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, based on the recommendations submitted by the Human Resources Committee, 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. The Human Resources Committee also discusses the long-term succession planning for the Board of Management.

Members

Dr. Richard Pott (Chairman)
Johannes Dietsch
Petra Kronen
Dr. Ulrich Liman

This 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. The Nominations Committee comprises the Chair of the Supervisory Board and another stockholder representative on the Presidial Committee.

Members

Dr. Richard Pott
Regine Stachelhaus
Ferdinando Falco Beccalli

¹ Shareholder representative
² Employee representative

Covestro Supervisory Board

The Members of the Covestro Supervisory Board

Dr. Richard Pott (Chair) ¹

Petra Kronen (Vice Chair) ²

Committees of the Supervisory Board

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