The Supervisory Board approved the Financial Statements prepared by the Board of Executive Directors and the Consolidated Financial Statements of the BASF Group on February 24, 2021. The Financial Statements have thus been adopted according to Section 172 of the German Stock Corporation Act. Therefore, according to the statutory provisions, no resolution by the Annual Shareholders’ Meeting is planned for Item 1 of the Agenda. The documents specified above have been published on our website and can be accessed at www.basf.com/generalmeeting.
The Board of Executive Directors and the Supervisory Board propose to pay a dividend of €3.30 per qualifying share from the profit retained by BASF SE in the 2020 business year in the amount of €3,945,862,069.00. If the shareholders approve this proposal, a total dividend of €3,030,979,690.20 will be payable on the 918,478,694 qualifying shares as of the date of adoption of the Financial Statements for the 2020 business year (February 24, 2021).
The Board of Executive Directors and the Supervisory Board propose that the remaining profit retained of €914,882,378.80 be allocated to the retained earnings reserve.
In accordance with Section 58(4) sentence 2 of the German Stock Corporation Act, claims to dividends are payable on the third business day following the Annual Shareholders’ Meeting, in this case on Tuesday, May 4, 2021.
The Board of Executive Directors and the Supervisory Board propose that formal approval be given to the actions of the members of the Supervisory Board of BASF SE for the 2020 business year.
The Supervisory Board and the Board of Executive Directors propose that formal approval be given to the actions of the members of the Board of Executive Directors of BASF SE for the 2020 business year.
The Supervisory Board proposes – based on the recommendation of its Audit Committee – that KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, be appointed auditor of the Financial Statements and the Group Consolidated Financial Statements of BASF SE for the 2021 business year.
Dr. Alexander C. Karp, a Supervisory Board member appointed by the Annual Shareholders’ Meeting, resigned from the Supervisory Board on July 22, 2020, for professional reasons. In accordance with Section 104(1) sentence 1 of the German Stock Corporation Act, at the request of the Chairman of the Supervisory Board of the company, the Ludwigshafen local court (Amtsgericht) appointed Mr. Liming Chen (60), Chairman of IBM Greater China Group, to the Supervisory Board of BASF SE by way of a resolution dated October 8, 2020.
Article 10 No. 4 sentence 2 of the Statutes stipulates that if a member of the Supervisory Board departs the Board, an election to appoint a substitute should be held at the next Annual Shareholders’ Meeting following the departure. In accordance with Article 10 No. 4 sentence 1 of the Statutes, the election is being held for the remainder of the term of the departing member, Dr. Alexander C. Karp, meaning until the conclusion of the Annual Shareholders’ Meeting in 2024.
Pursuant to Section 17(2) sentence 1 of the SE Implementation Act, the Supervisory Board must consist of at least 30 percent women and at least 30 percent men. Accordingly, a Supervisory Board consisting of 12 members in total must have at least four women and four men. Following the departure of Dr. Alexander C. Karp, the Supervisory Board comprised four women and seven men, so either a woman or a man can be elected in the by-election.
Based on the recommendation of the Nomination Committee, the Supervisory Board nominates
Liming Chen, Beijing, China,
Chairman IBM Greater China Group,
for election as a shareholder representative to the Supervisory Board, effective as of the conclusion of the Annual Shareholders’ Meeting 2021 for a period of three years until the end of the Annual Shareholders’ Meeting that decides on a resolution giving formal approval to the actions of the Supervisory Board for the 2023 business year.
The Annual Shareholders’ Meeting is not bound to this proposal for election. In the view of the Nomination Committee, the election of Liming Chen complies with the principles for the composition of the Supervisory Board as adopted by the Supervisory Board, including the competence profile and diversity concept. The principles for the composition of the Supervisory Board as well as its competence profile and diversity concept are published in the Corporate Governance Report 2020, which is accessible online as part of the BASF Report 2020 at www.basf.com/report.
According to the assessment of the Supervisory Board, Liming Chen is considered to be independent. He has no business or personal relationships with BASF SE or one of its Group companies, the governing bodies of BASF SE or any significant shareholder in BASF SE, which would constitute a conflict of interest.
The curriculum vitae of Liming Chen, information about his mandates on supervisory boards and comparable supervisory bodies as well as other information can be found in the Invitation to the Annual Shareholders’ Meeting 2021 under No. III.