Corporate Governance – Compensation Report

Overview

The Compensation Report outlines the principles for determining the compensation for the members of the Board of Management and the Supervisory Board of Covestro AG and explains the compensation of the individual members. The Report was prepared by the Board of Management and the Supervisory Board in accordance with the requirements of section 162 of the (AktG) and conforms to the recommendations of the (GCGC) as amended on December 16, 2019. Relevant information is published on Covestro’s website.

Additional information on the details of the compensation system, the report on the audit of the compensation report, and the resolution of the Annual General Meeting approving the compensation system is available at: www.covestro.com/en/company/management/corporate-governance

In December 2020, Covestro AG’s Supervisory Board resolved to revise the compensation system for Board of Management members approved by the Annual General Meeting (AGM) on May 3, 2016, effective January 1, 2021. The total target compensation remained essentially the same. The changes primarily entailed adding a sustainability component to long-term variable compensation, introducing rules for withholding or recovering variable compensation components (malus and clawback), and defining maximum compensation. These modifications were made pursuant to the provisions of the law and the German Corporate Governance Code (GCGC) as amended on December 16, 2019. The compensation system for the Board of Management members, which was revised as described, was approved by the AGM on April 16, 2021, with a majority of 91.66%; it is available on the company’s website.

Additional information is available at: www.covestro.com/-/media/covestro/corporate/company/management/corporate-governance/documents/en/covestro-compensation-system-board-of-management.pdf
AktG/German Stock Corporation Act
Stipulates the legal provisions pertaining to German stock corporations.
GCGC/German Corporate Governance Code
A set of regulations compiled by the Government Commission on the German Corporate Governance Code in respect of responsible corporate governance, which contains recommendations and suggestions for the management and oversight of listed corporations in Germany.