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After careful consideration, the Board of Management and the Supervisory Board hereby issue the following declaration:
Since the issuance of the last declaration of compliance on 6 December 2018, LANXESS AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code (“Government Commission”) as amended on 7 February 2017, which was published on 24 April 2017 by the Federal Ministry of Justice in the official portion of the Federal Gazette with the exception described in the declaration of 6 December 2018 in Section 4.2.3, Paragraph 2, Sentence 6 which has now ceased to apply. LANXESS AG will continue to comply with them until the issuance of the next declaration with the following exception in Section 4.2.3, Paragraph 2, Sentence 8:
Section 4.2.3, Paragraph 2, Sentence 8
Subsequent changes to the performance targets or comparison parameters should be excluded.
The Supervisory Board has amended the existing contracts with the members of the Management Board. In addition to adjustments that supplement corporate governance - such as the introduction of maximum limits for each compensation component and the total compensation as well as the inclusion of a claw-back clause - the calculation period for the variable compensation component Long Term Performance Bonus was also changed from two to three fiscal years. With this change, the Supervisory Board is pursuing the goal of structuring the compensation overall more long-term.
In addition to its recommendations, the Corporate Governance Code also contains a number of suggestions for efficient, responsible corporate governance compliance which is not required to be disclosed under the statutory provisions. LANXESS currently complies with these suggestions as well, with only a few exceptions.
In accordance with Section 3.10 Sentence 2 of the German Corporate Governance Code, the Board of Management and the Supervisory Board therefore voluntarily issue the following declaration:
Since the issuance of the last declaration of compliance on 6 December 2018, LANXESS AG has complied with the suggestions of the Government Commission as amended on 7 February 2017, which was published on 24 April 2017 by the Federal Ministry of Justice in the official portion of the Federal Gazette, with the following exceptions and will continue to comply with them with the following exceptions:
Section 2.3.2, Sentence 2, 2nd Half-Sentence
The Management Board shall arrange for the appointment of a representative to exercise shareholders’ voting rights in accordance with instructions; this representative should also be reachable during the General Meeting.
The representatives appointed by LANXESS AG to exercise stockholders’ voting rights in accordance with instructions can be reached at the Stockholders’ Meeting until the voting is held. Stockholders not attending the meeting can reach the representatives up to the previous evening.
The company should make it possible for stockholders to follow the General Meeting using modern communication media (e.g. Internet).
The speech by the Chairman of the Board of Management to the Stockholders’ Meeting is broadcast on the Internet. Continued broadcasting of the proceedings thereafter, particularly of contributions made by stockholders, could be seen as a violation of the stockholders’ rights to privacy. For this reason, LANXESS does not plan to broadcast the further proceedings.
Cologne, 13 March 2019
For the Supervisory Board
(Dr. Matthias Wolfgruber)
For the Board of Management
(Matthias Zachert) (Michael Pontzen)