Annual Stockholders’ Meeting 2017

Item 5

Amendment of the Articles of Incorporation regarding the compensation of the Supervisory Board (§ 12, Paragraphs 1 and 2 of the Articles of Incorporation)

In accordance with the current version of the Articles of Incorporation, each member of the Supervisory Board receives fixed annual compensation of EUR 120,000. Additional compensation is in principle paid for memberships of committees. The additional compensation shall amount to EUR 120,000 for the chairman of the Audit Committee and EUR 60,000 for all other members of the Audit Committee and EUR 60,000 for the chairmen of other committees and EUR 30,000 for all other members of other committees. No additional compensation is paid for membership of the Nominations Committee. The Chairman of the Supervisory Board receives fixed annual compensation of EUR 360,000, the Vice Chairman EUR 240,000; these amounts also cover memberships of committees. The current version of the Articles of Incorporation containing the full rules on the compensation of the members of the Supervisory Board in § 12 is available on the internet at www.bayer.com/stockholders-meeting and will also be available during the Annual Stockholders’ Meeting.

The compensation of the Supervisory Board was last reviewed in 2012, when it was modified to comprise fixed compensation only. To take account of the increased demands made on the work of the Supervisory Board and the development of compensation of Supervisory Board members, and to continue to attract qualified candidates for the Supervisory Board, it is proposed to adjust the fixed annual compensation of all members of the Supervisory Board, of the Chairman and Vice Chairman of the Supervisory Board and the additional compensation for chairmen and members of Supervisory Board committees. The attendance allowance will not be changed.

The Board of Management and Supervisory Board propose the following resolution for adoption:

  1. § 12, Paragraphs 1 and 2 of the Articles of Incorporation shall be worded as follows:
    1. Each member of the Supervisory Board shall receive a fixed annual compensation in the amount of EUR 132,000. Members of the Supervisory Board who are also members of a committee shall receive additional compensation.
      1. The additional compensation shall amount to EUR 132,000 for the chairman of the Audit Committee and EUR 66,000 for all other members of the Audit Committee.
      2. The additional compensation shall amount to EUR 66,000 for the chairmen of other committees and EUR 33,000 for all other members of other committees. This shall not apply to membership of the Nominations Committee.
      Committee work shall be compensated for no more than two committees; if this maximum is exceeded, compensation shall be based on the two with the highest compensation.
    2. Instead of the compensation according to Paragraph 1, the Chairman shall receive fixed annual compensation of EUR 396,000, and the Vice Chairman shall receive EUR 264,000. This also covers membership and chairmanship of committees.
  2. The fixed annual compensation of each member of the Supervisory Board, of the Chairman and Vice Chairman of the Supervisory Board and the additional compensation for chairmen and members of Supervisory Board committees for the fiscal year 2017 shall be determined on the basis of the currently valid Articles of Incorporation for the period from January 1 to April 28, 2017, and on the basis of the proposed version of the Articles of Incorporation set forth in subsection a) of this Agenda Item for the period from April 29 to December 31, 2017; the amounts set forth in these two rules shall be adjusted on a pro rata basis. From the fiscal year 2018 the fixed annual compensation of each member of the Supervisory Board, of the Chairman and Vice Chairman of the Supervisory Board and the additional compensation for chairmen and members of Supervisory Board committees shall be determined in accordance with the rules of the Articles of Incorporation proposed in subsection a) of this Agenda Item.

In the past, both the stockholders’ representatives and the employees’ representatives gave an undertaking (“voluntary pledge”) to the Supervisory Board in connection with their election that they would purchase Bayer shares in the amount of 25 percent of their pre-tax fixed annual and additional compensation pursuant to § 12, Paragraphs 1 and 2 of the Articles of Incorporation and that they would hold these shares for as long as they remain members of the Company’s Supervisory Board. This did not apply to members who transferred at least 85 percent of their fixed annual and additional compensation to the Hans Böckler Foundation in accordance with the rules of the German Trade Union Confederation or whose service or employment contract with a company required them to transfer such compensation to that company. If less than 85 percent of the fixed annual and additional compensation was transferred, the voluntary pledge applied to the portion not transferred. By voluntarily pledging to invest in and hold Bayer shares, the Supervisory Board members reinforced their interest in the long-term, sustainable success of the Company. In principle, this element is to be retained in the future. However, the obligation to purchase Bayer shares shall only apply for the first five years of membership of the Supervisory Board and these shares shall then be held until membership of the Supervisory Board ceases. Shares purchased in the past under the voluntary pledge shall also be taken into account.

Documents relating to Item 5


Last updated: February 22, 2017 Copyright © Bayer AG
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