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What is the meaning of the Corporate Governance Code?
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How is BASF dealing with the Corporate Governance Code?
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How high is the compensation for the Board of Executive Directors?
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How high is the compensation for the Supervisory Board?
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Has BASF issued a declaration of compliance?
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What is the meaning of the Corporate Governance Code?
The Government Commision appointed by Justice Minister September 2001 adopted the German Corporate Governance Code on February 26, 2002. The aim of the German Corporate Governance Code is to make Germanys corporate governance rules transparent for both national and international investors, thus strengthening confidence in the management of German corporations.
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How is BASF dealing with the Corporate Governance Code?
BASF accords good corporate governance great importance. We therefore support the German Corporate Governance Code, which we regard as an important tool in the capital market-driven development of corporate governance and control. We follow the recommendations of the German Governance Code in its revised version of June 2006 with few exceptions.You can find the 2007 joint Declaration of Confirmation by the Board of Executive Directors and the Supervisory Board here. In the same manner, BASF also fulfils most of the non-obligatory proposals of the German Corporate Governance Code.
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How high is the compensation for the Board of Executive Directors?
For the year ended December 31, 2007, the aggregate amount of compensation paid to the members of the Board of Executive Directors was 22.0 million. Of this amount, 5.4 million was accounted for by non-performance related compensation and 16.6 million by performance related compensation.
Table Compensation for the Board of Executive Directors 2007
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How high is the compensation for the Supervisory Board?
The compensation of the Supervisory Board is regulated by the company statutes.
Each member of the Supervisory Board receives fixed compensation of 60,000 and a performance-oriented variable compensation for each full 0.01 by which the earnings per share of the BASF Group declared in the BASF Group Consolidated Financial Statements for the year for which the remuneration is being paid exceeds the minimum earnings per share. The minimum earnings per share for the year 2007 is 2.60. The performance-oriented variable remuneration is 400 for each full 0.01 of earnings per share up to an earnings per share of 4.10, 300 for each further 0.01 of earnings per share up to an earnings per share of 5.10 and 200 for each 0.01 beyond this. The performance-oriented variable remuneration is limited to a maximum amount of 120,000. The minimum earnings per share and the corresponding thresholds shall increase by 0.10 for each subsequent financial year. Based on the earnings per share of 8.32 published in the BASF Group Consolidated Statements 2007, the performance-oriented compensation amounted to the maximum of 120,000. The chairman of the Supervisory Board receives two-and-a-half times and a deputy chairman one-and-a-half times the remuneration of an ordinary member.
Members of the Supervisory Board who are members of a committee, with the exception of the Mediation Committee formed in accordance with Section 27 (3) of the German Codetermination Act, shall receive a further fixed remuneration for this purpose in the amount of 12,500. For the Audit Committee, the further fixed remuneration shall be 25,000. The chairman of a committee shall receive twice and a deputy chairman one-and-half times the further fixed remuneration.
The company reimburses members of the Supervisory Board for out-of-pocket expenses and value-added tax to be paid with regard to their activities as members of the Supervisory Board or of a committee. The company further grants the members of the Supervisory Board a fee of 500 for attending a meeting of the Supervisory Board or one of its committees to which they belong and includes the performance of the duties of the members of the Supervisory Board in the cover of a consequential loss liability insurance concluded by it (D&O insurance).
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Has BASF issued a declaration of compliance?
Yes, the Compliance Statement.
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