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