Oversight and advice

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 five committees: the Presidial Committee, the Audit Committee, the Human Resources Committee, the Sustainability Committee and the Nominations Committee. The average attendance rate by Supervisory Board members at the 2020 meetings of the full Supervisory Board and of its committees was above 95%.

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 Annual Report 2021. This also contains details about compensation of the Supervisory Board.

Year of Birth: 1953
Nationality: German

Position:
Chair of the Supervisory Board
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

Curriculum Vitae
Dr. Richard Pott, born 1953, obtained a doctorate in physics at the University of Cologne, and joined Bayer’s Central Research Division in Uerdingen in 1984. After holding a number of management positions in various departments within the company he finally served as a member of the management board of Bayer AG from 2002 to 2013 with responsibility for Strategy and Human Resources. He was Bayer AG’s Labor Director and responsible for the regions Americas, Africa and Middle East.

Pott is a member of the supervisory boards of Schott AG and Covestro Deutschland AG (Chair) as well as supervisory board member and chair of the audit committee of Freudenberg SE. He is also Chair of the University Council of the University of Cologne.

Year of Birth: 1964
Nationality: German

Position:
Member 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

Curriculum Vitae
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 vice chair 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 and held this position until September 2015.

In 1999, Petra Kronen was elected as chair of the works council of Bayer AG at the Uerdingen site and held this office with Covestro from September 2015 until April 2022. 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 AG/ Covestro Deutschland AG (since 7 December 2009: vice chair) 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: 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 Siemens Energy AG
Member of the Supervisory Board of Siemens Energy Management GmbH
Member of the Supervisory Board of TÜV SÜD AG

Member of the Supervisory Board since October 2015

Curriculum Vitae
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 various Supervisory Boards and supervising bodies.

Year of Birth: 1967
Nationality: German

Position:
Chair of the Managerial Employees Committee of Covestro Deutschland AG
Executive 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 April 2022

Curriculum Vitae
Dr. Christoph Gürtler, born in 1967, studied chemistry in Bonn and Berlin and was a postdoc at the Massachusetts Institute of Technology, Cambridge, USA. He began his industrial career in 1997 at Bayer AG in Central Research. In 1999, Gürtler moved to the coatings raw materials and special areas business unit, where he held various positions in research and development. From 2007 to 2015 he was head of the department for catalysis and sustainable chemistry in polyurethane process research, with a focus on cooperation with external R&D partners. From 2015 to 2017 he further expanded this group for technology development within the area of polyurethane innovation. From 2017 to 2021, as Vice President, he headed a department for product and process development within the innovation department of Covestro Deutschland AG. Since 2021 he is Head of Global Industry Academia Cooperations in the Group Innovation department at Covestro.

He has been a member of Covestro Deutschland AG's (former Bayer MaterialScience AG) Managerial Employees’ Committee (Sprecherausschuss) since 2006 and chair since April 2022.

Gürtler is a member of several scientific advisory boards and organizations, e.g. at Dechema and a member of the executive board of the VAA Chemistry Managers.

Year of Birth: 1961
Nationality: Danish

Position:
Member of various supervisory boards, governing bodies and committees

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
Independent Board Director AKA Horizons ASA, Norway
Independent Board Director Sanofi SA, France

Member of the Supervisory Board since April 2021    

Curriculum Vitae
Lise Kingo, born in 1961, began her career in 1986 in business-to-business advertising at JP Bureau in Copenhagen and joined Novo Nordisk in 1988, where she remained for 26 years. She served as Chief of Staff, Executive Vice President, and member of the Executive Management team since 2002, where she was instrumental in defining Novo Nordisk’s sustainable business strategy. Prior to 2002, she held various positions in NovoZymes, Novo Holding, and Novo Nordisk, including in Internal Audit, Compliance, People & Organization, Branding, and Sustainability.

In 2015, she was appointed CEO and Executive Director of the United Nations Global Compact by UN Secretary General Ban Ki-Moon. The UN Global Compact is the world’s largest corporate sustainability initiative, uniting businesses to create a better world through universal principles and the UN Sustainable Development Goals.

She is an Independent Board Director at Sanofi SA in France and at Aker Horizons ASA in Norway. She is also a member of the Advisory Board for Humanitarian Development at the Novo Nordisk Foundation in Denmark, and Chair of the Leonardo Centre at Imperial College in London, United Kingdom. She is a former visiting professor at the Medical Faculty, Vrije Universiteit in Amsterdam, Netherlands, and a longstanding member of HRH Prince of Wales, Cambridge University Advisory Board for Sustainability Leadership, London, United Kingdom. She has received numerous awards, most recently the Thomson Reuters Responsible Business Honoree Award 2020.

Lise Kingo holds a bachelor’s degree in Religion and Ancient Greek Art from the University of Aarhus, Denmark, a bachelor’s degree in Marketing and Economics from the Copenhagen Business School, Denmark, and a master’s degree in Responsibility & Business from the University of Bath, United Kingdom. Furthermore, Lise Kingo is certified as a director by INSEAD in France. Throughout her career, she has held positions in Denmark, the United Kingdom, Norway, the Netherlands, and the United States.

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

Curriculum Vitae
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: 1961
Nationality: German

Position:
North Rhine District Secretary of the German Mining, Chemical and Energy Industrial Union (IGBCE), Düsseldorf

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
Mamber of the Supervisory Board of Covestro Deutschland AG
Member of the Supervisory Board of Bayer AG

Member of the Supervisory Board since April 2022

Frank Löllgen, born 1961, completed his apprenticeship as a chemistry laboratory technician at Bayer AG in Leverkusen from 1978 to 1981, where he worked in his skilled profession until 1985. In 1986, he started his trade union career as Training Assistant and served from 1987 as Political Secretary, Managing Director and District Manager at various offices and districts of the Chemical, Paper and Ceramics Industrial Union (IG CPK) and the IGBCE. From 2011 to 2014, he headed the Chairman's Office, Division 1, General Manager of IGBCE. In 2014, he was appointed North Rhine District Secretary of IGBCE.

Löllgen is a member of the Supervisory Board of Bayer AG and was also a member of the Supervisory Board of Evonik Industries AG until May 2022.

Since 2019, he has been a member of the advisory board of the economic, scientific and social partners to accompany the structural change in the Rhineland district and from 2006 to 2021 he was a lay judge at the Federal Labor Court, Erfurt.

Year of Birth: 1959
Nationality: German

Position:
Member of the German Mining, Chemical and Energy Industrial Union (IGBCE)

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 2020

Curriculum Vitae
Petra Reinbold-Knape was born 1959. 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 IGBCE in the districts of Hamm and Recklinghausen, and in 2007 head of the North-East regional district of IGBCE, responsible for the federal states of Berlin, Brandenburg, Mecklenburg-Western Pomerania, Saxony and Saxony-Anhalt.

From 2015 to 2021, Reinbold-Knape was a member of the IGBCE's Executive Board, where she was responsible for the areas of education, the labour market and diversity. Since end of 2021 she holds the chair of the August-Schmidt-Foundation of IGBCE and serves as secretary of IGBCE. From April 2012 to April 2022 Reinbold-Knape was a member of the Supervisory Board of Bayer AG.

She also serves as a member of the Supervisory Board of Ruhrfestspiele GmbH since end of 2021.

Year of Birth: 1966
Nationality: German

Position:
Chief Financial Officer at Infineon Technologies AG, Munich

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 Infineon Technologies Austria AG, Austria
Member of the Board of Directors, Infineon Technologies China Co., Ltd., China
Member of the Board of Directors, Infineon Technologies Asia Pacific Pte., Ltd., Singapore
Member of the Board of Directors, Infineon Technologies Americas Corp., USA

Member of the Supervisory Board since April 2022

Curriculum Vitae
Sven Schneider, born 1966, began his professional career 1995 at Linde AG in the finance department. From 2000 to 2019, he held leading positions at Linde AG including Head of Corporate Finance and Group Treasurer, before taking over the interim function of the CFO in 2016. In 2017 he was appointed member of the Executive Board and CFO. In addition he served as Labor Director and Spokesman of the Executive Board as of 2019.

In 2019 he was appointed member of the Executive Board of Infineon Technologies AG, where he has been CFO responsible for Accounting & Reporting, Financial Controlling, Financial Planning, Investor Relations, Tax, Treasury, Audit, Compliance and Risk Management since then.

Schneider holds a doctorate in business administration. After completing a banking apprenticeship, he studied business administration (Diplom-Kaufmann) at the Universities of Regensburg, Nantes (France) and Trier. Subsequently, he received his doctorate in business administration from the University of Trier.

Year of Birth: 1955
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 SPIE Deutschland and Zentraleuropa GmbH
Director SPIE SA, France

Member of the Supervisory Board since October 2015

Curriculum Vitae
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 also  appointed Vice President of Imaging and Printing Group in Germany. From 2009 to 2010, 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. She held this position until 2013.

From July 2013 until June 2015 she was a senior consultant to the chief executive officer of E.ON SE. From 2013 until 2019 she held the position as a director of the British Group ComputaCenter Ltd., Hatfield, and from February 2017 until February 2022 the position as a member of the Supervisory Board of Ceconomy AG (former Metro AG) and from November 2019 until May 2022 as a member of the Supervisory Board of Leoni AG. Since 2014 she holds the position as a director of the French Group SPIE SA and since 2015 as a member of the Supervisory Board of SPIE Deutschland und Zentraleuropa GmbH.

Since 2012 she has been member of the advisory body of the Accenture Foundation.

Furthermore Stachelhaus was member of the University Council Konstanz, of the University Council Furtwangen and of the Business School ESMT in Berlin, as well as member of the advisory body of the Frauenhofer Institut.

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

Curriculum Vitae
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: 1957
Nationality: British

Position:
Member of various Supervisory Boards

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
Chairman of the Supervisory Board Johnson Matthey plc, United Kingdom
Non-Executive Director Akzo Nobel N.V., Netherlands
Member of the Supervisory Board of Covestro Deutschland AG

Member of the Supervisory Board since July 2020

Curriculum Vitae
Born in 1957, Patrick W. Thomas holds a master’s degree in Engineering Science from Oxford University. He began his career at ICI in England in 1979, holding several management positions. From 1989 to 1993, he was in charge of investment at ICI’s Polyurethane business located in Belgium before becoming CEO for the Europe, Africa & Middle East region of the same business. In 1997, he was made Global CEO of ICI Polyurethanes. In 1999 Thomas was named President for Polyurethanes, Performance and Advanced Materials at U.S. chemical company Huntsman based in Belgium. Subsequently, he was President for Specialties at Huntsman International LLC.

Between 2007 and 2015, he was CEO of Bayer Material-Science (the predecessor company of Covestro), before it was spun off from Bayer AG. Thomas was CEO of Covestro AG from 2015 until May 2018.

At the same time, he was non-executive director at BG Group plc until 2016. Since 2017 he has been a member of the Supervisory Board of AkzoNobel NV and since 2018 the Chairman of the Board of Johnson Matthey plc.

He is a fellow of both the Royal Academy of Engineering and the Institute for Engineering and Technology. He is the founder of the World Plastics Council and a former board member of CEFIC (The European Chemical Industry Council), President of Plastics Europe and a board member of VCI (Verband der Chemischen Industrie e.V.).

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, Dr. Sven Schneider, 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

• Dr. Sven Schneider (Chairman)
• Dr. Christine Bortenlänger
• Petra Kronen
• Irena Küstner
• Petra Reinbold-Knape
• Patrick W. Thomas

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)
• Dr. Christoph Gürtler
• Petra Kronen
• Regine Stachelhaus

The Sustainability Committee was newly established in August 2021. It is comprised of four members with an equal number of shareholder and employee representatives. The Sustainability Committee advises the Supervisory Board, some committees as well as the Board of Management in particular on issues of sustainable corporate governance and the activities of the company in the areas of environment, social and good corporate governance (environment, social, governance; ESG). It accompanies and monitors respective strategies, objectives and initiatives of the Board of Management, including the environmental, social, social, ethical and circular-economy-related aspects of corporate activity along the entire value chain and makes recommendations in this regard.

The Sustainability Committee supports the Audit Committee in the preliminary review of sustainability-related statements as part of the audit of the non-financial (Group) statement or the separate non-financial (Group) report. It also advises the Human Resoruces Committee in preparing the setting of ESG targets for the remuneration of the Board of Management.

Members

• Lise Kingo (Chair)
• Dr. Christoph Gürtler
• Marc Stothfang
• Patrick W. Thomas

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 (Chairman)
• Regine Stachelhaus
• Patrick W. Thomas

¹ Shareholder representative
² Employee representative