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. In fiscal 2016, more than 90% of members attended the meetings of the Supervisory Board and its committees.
The chairman 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 yearly on the basis of a questionnaire. The first evaluation, for fiscal 2016, has taken place in the beginning of 2017. The questionnaire covers the preparation and implementation 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 2016. This also contains details about compensation of the Supervisory Board