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BASF SE BASF Finance Europe N.V. - BASF.com

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48<br />

The principal function of the Supervisory Board is to appoint and supervise the Board of Executive<br />

Directors. The Supervisory Board may not make management decisions, but <strong>BASF</strong>'s Articles of<br />

Association or the Supervisory Board itself may require the prior consent of the Supervisory Board for<br />

certain types of transactions.<br />

Members of both the Board of Executive Directors and the Supervisory Board owe a duty of loyalty and<br />

care to <strong>BASF</strong>. In exercizing these duties, the applicable standard of care is that of a diligent and prudent<br />

business person. Members of both boards must take into account a broad range of considerations when<br />

making decisions, foremost the interests of <strong>BASF</strong>, including its shareholders, employees and creditors<br />

and, to a certain extent, the interests of society. The members of the Board of Executive Directors and the<br />

Supervisory Board are personally liable to <strong>BASF</strong> for breaches of their duties of loyalty and care.<br />

None of the members of the Supervisory Board or the Board of Executive Directors of <strong>BASF</strong> have any<br />

material conflicts of interests between any duties to <strong>BASF</strong> and their private interests or other duties. The<br />

members of the Supervisory Board and of the Board of Executive Directors can be contacted at the<br />

address of the headquarters of <strong>BASF</strong>.<br />

Board of Executive Directors<br />

The number of members of the Board of Executive Directors is determined by the Supervisory Board,<br />

subject to a minimum of two members. As of the date of this Prospectus, <strong>BASF</strong>'s Board of Executive<br />

Directors has eight members.<br />

Pursuant to the Articles of Association of <strong>BASF</strong>, any two members of the Board of Executive Directors or<br />

one member and the holder of a special power of attorney (Prokura) may legally bind <strong>BASF</strong>.<br />

The Board of Executive Directors must report regularly to the Supervisory Board on the current business<br />

of <strong>BASF</strong>, on its business policies and other fundamental matters regarding the future conduct of its<br />

business, on its profitability, particularly on its return on equity, on the risk exposure of <strong>BASF</strong> and the risk<br />

management, as well as on any exceptional matters that may arise from time to time. The Supervisory<br />

Board is also entitled to request special reports at any time.<br />

The Supervisory Board appoints members to the Board of Executive Directors for a maximum term of five<br />

years. Members of the Board of Executive Directors may be re-appointed (even prior to the expiration of<br />

her or his term) or have their terms extended for one or more terms. Each re-appointment or extension<br />

shall have a maximum term of five years.<br />

Under certain circumstances, such as a serious breach of duty or a bona fide vote of no confidence by a<br />

majority of votes at a Shareholders' Meeting, a member of the Board of Executive Directors may be<br />

removed by the Supervisory Board prior to the expiration of her or his term. A member of the Board of<br />

Executive Directors may not deal with or vote on matters relating to proposals, arrangements or contracts<br />

between that member and <strong>BASF</strong>.<br />

The Articles of Association of <strong>BASF</strong> require decisions of the Board of Executive Directors to be made by a<br />

simple majority unless the law requires a larger majority. In case of a tie, the chairman has the casting<br />

vote.<br />

The following table shows the current members of <strong>BASF</strong>'s Board of Executive Directors as of the date of<br />

this Prospectus, and a list of responsibilities and of outside directorships:<br />

Name<br />

Dr. Kurt Bock<br />

Dr. Martin<br />

Brudermüller<br />

Main area of responsibility<br />

Chairman, responsible for Legal, Taxes & Insurance,<br />

Strategic Planning & Controlling, Communications &<br />

Government Relations, Global Executive Human<br />

Resources, Investor Relations and Compliance<br />

Vice Chairman, responsible for Performance<br />

Materials and for the Region Asia Pacific<br />

Membership on<br />

supervisory and advisory<br />

boards<br />

--<br />

Deputy Chairman of the<br />

Advisory Board of<br />

Styrolution Holding GmbH

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