Compliance Declaration of December 9, 2022
After careful consideration, the Board of Management and the Supervisory Board hereby issue the following declaration:
Since issuing its last declaration of compliance on 7 December 2021, which was updated on 25 March 2022, LANXESS AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code ("Government Commission") as amended on 16 December 2019, which was published on 20 March 2020 by the Federal Ministry of Justice in the official section of the Federal Gazette with the exception described below.
LANXESS AG has complied with the recommendations of the Government Commission since their publication on June 27, 2022, as of April 28, 2022, with the exception described below, and will comply with them in the future with the exception described below:
After publication of the new version of the German Corporate Governance Code ("GCGC”) on 20 March 2020, the Supervisory Board adopted a new compensation system for the Board of Management according to the recommendations of the new GCGC which was approved by the Annual Stockholders' Meeting of LANXESS AG on May 19, 2021. Although according to the explanatory memorandum amendments to the new version of the Code did not have to be reflected in current Management Board contracts, the new compensation system has already been implemented in existing Management Board contracts with effect from 1 January 2021, with one exception. Insofar as this was not already reflected in the Management Board contracts, the recommendation in G.6 that the share of long-term variable compensation should outweigh that of short-term variable compensation has not yet been implemented for some of the current Management Board contracts in order to maintain the previously agreed weighting of the individual compensation elements and thus the level of total compensation. In the event of future reappointments or new appointments of Management Board members, the Supervisory Board will apply the recommendation in G.6 in all new Management Board contracts to be concluded in accordance with the new compensation system. This was already done when the new contracts was concluded for Dr. Borkowsky, Michael Pontzen and Dr. Hubert Fink in connection with their reappointment as a members of the Management Board. The new compensation system was also applied to the appointment of Ms. Frederique van Baarle as a member of the Management Board.
Cologne, 9 December 2022
For the Supervisory Board
(Dr. Matthias Wolfgruber)
For the Board of Management
(Matthias Zachert) (Michael Pontzen)