Covestro’s corporate governance is characterized by a sense of responsibility as well as ethical principles. Covestro places great importance on responsible corporate governance. This promise to shareholders, business partners, and our employees is based on our commitment to the German Corporate Governance Code (GCGC) and Articles of Incorporation that reflect these standards. In pursuing our business activities, we follow company principles that exceed the requirements of the law and the GCGC. A key concern is combining business success with environmental and social goals, so when making any business decision, we always consider the three dimensions of sustainability – people, planet, profit. The principles guiding our actions, which are also based on these dimensions, are documented in six policies applicable throughout the Group. These provide our employees with guidance for the following topics: value creation; sustainability; innovation; people; health, safety, environment, energy, and quality (HSEQ); and compliance. The standards contained in these policies are mandatory for all employees worldwide.
For further information, please refer to www.covestro.com/en/sustainability/documents-and-downloads/policies-and-commitments
The Board of Management and Supervisory Board provide information pertaining to corporate governance in the sections that follow, including a combined Declaration on Corporate Governance for Covestro AG pursuant to Section 289f and for the Covestro Group pursuant to Section 315d of the German Commercial Code (HGB).
The Board of Management and Supervisory Board issued the declaration of compliance with the GCGC pursuant to Section 161 of the German Stock Corporation Act in December 2025:
Declaration of compliance by the Board of Management and the Supervisory Board
of Covestro AG on the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act
Covestro AG has complied with the recommendations of the Government Commission German Corporate Governance Code in the version dated April 28, 2022, published by the Federal Ministry of Justice on June 27, 2022 in the official part of the Federal Gazette, since the last declaration of compliance was issued in December 2024 with this exception of the deviation mentioned below and will continue to comply with these recommendations in the future with such exception:
Leverkusen, December 2025
For the Board of Management:
Dr. Markus Steilemann
For the Supervisory Board:
Dr. Richard Pott
Corporate governance disclosures and supplementary information on the Board of Management and Supervisory Board, along with the declaration of compliance with the GCGC of December 2025 and those of the past five years are published on Covestro’s website.
For further information, please refer to: www.covestro.com/en/company/management/corporate-governance
The compensation system applicable to members of the Board of Management, which was approved by the Annual General Meeting (AGM) on April 17, 2025, and the compensation of the members of the Supervisory Board set out in Section 12 of the Articles of Incorporation of Covestro AG, which was approved by the AGM on April 21, 2022, are available on our website. The Compensation Report, the auditor’s report in accordance with Section 162, Paragraph 3 AktG, and the corresponding results of the latest AGM are also made accessible there. The Compensation Report for fiscal 2025 is part of this Annual Report.
For further information, please refer to: www.covestro.com/en/company/management/corporate-governance
The Board of Management runs the company on its own responsibility with the goal of sustainably increasing the company’s enterprise value and achieving defined corporate objectives. In doing so, it takes into account the interests of shareholders, employees, and other stakeholders. The Board of Management performs its duties according to the law, the Articles of Incorporation, the Board of Management’s rules of procedure, and the recommendations of the GCGC as stated in the declaration of compliance. It ensures compliance with the law and internal company policies, and works with the company’s other governance bodies in a spirit of trust.
The rules of procedure for the Board of Management are available at: www.covestro.com/en/company/management/corporate-governance
The Board of Management defines the long-term goals and strategy for the company and sets forth the principles and policies for the resulting corporate policies. Furthermore, it coordinates and monitors the most important activities, defines the company’s portfolio, develops and deploys managerial staff, allocates resources, and decides on the management and reporting of the Covestro Group. In this context, the Board of Management ensures that both, the risks and opportunities for the company associated with social and environmental factors, and the ecological and social impact of the company’s activities are systematically identified and assessed. In addition to the long-term economic goals, the corporate strategy also takes ecological and social goals into account. Corporate planning incorporates appropriate financial and sustainability-related goals.
During their period of service for Covestro, Board of Management members are subject to a comprehensive non-compete clause. They are obligated to work in the company’s interests at all times and may not pursue any personal interests in making decisions for the company or take advantage of the company’s business opportunities for themselves. All Board of Management members are required to disclose any conflicts of interest to the Chair of the Supervisory Board’s Human Resources Committee and the Board of Management Chair, and inform the other Board of Management members of this fact. Other duties, particularly holding seats on Supervisory Boards or comparable governing bodies at companies outside the Group, may only be assumed with the approval of the Supervisory Board.
The members of the Board of Management bear joint responsibility for running the business as a whole. However, the individual members manage the areas assigned to them on their own responsibility within the framework of the decisions made by the full Board. The allocation of duties among the members of the Board of Management is defined in a written schedule appended to its rules of procedure and listed in the following table. The full Board of Management makes decisions on all matters of fundamental importance and in cases where a decision of the full Board is prescribed by law or otherwise mandatory. The rules of procedure of the Board of Management contain a list of topics that must be dealt with and resolved by the full Board.
Board of Management meetings are held regularly and are convened by the Chair of the Board of Management. Any member of the Board of Management may also request that a meeting be convened, notifying the other members of the matter for discussion. The Board of Management makes decisions by a simple majority of the votes cast, except where unanimity is required by law. In the event of a tie, the Chair casts the deciding vote.
According to the Board of Management’s rules of procedure, the Chair bears particular responsibility for functional coordination of all Board of Management areas. The Chair represents the Board of Management as well as Covestro AG and the Group in dealings with the public and other third parties.
[»ESRS 2.21 (a) The Supervisory Board appoints the Board of Management of Covestro AG, its Chair, and the Labor Director. The Board of Management currently has no committees. In the fiscal year 2025, the composition of the Board of Management was as follows:
| Areas of responsibility1 | |||
|---|---|---|---|
| Name | Position | Areas of responsibility | Memberships2 |
| Dr. Markus Steilemann | Chief Executive Officer | • Communications • Corporate Audit • Human Resources • Strategy • Group Innovation & Sustainability |
• Member of the Supervisory Board of Fuchs SE3 |
| Christian Baier | Chief Financial Officer4 | • Accounting • Controlling • Finance & Insurance • Information Technology & Digitalization • Investor Relations • Law, Intellectual Property & Compliance • Portfolio Development • Taxes |
• Member of the Supervisory Board of TUI AG3 |
| Monique Buch | Chief Commercial Officer (since August 2025)5 |
• Tailored Urethanes • Coatings & Adhesives • Engineering Plastics • Specialty Films • Elastomers • Thermoplastic Polyurethanes • Supply Chain & Logistics EMLA, NA, APAC |
|
| Dr. Thorsten Dreier | Chief Technology Officer Labor Director |
• Engineering • Process Technology • Group Health, Safety, Environment and Reliability • Group Procurement • Performance Materials |
|
| Sucheta Govil | Chief Commercial Officer (until July 2025) |
• Tailored Urethanes • Coatings & Adhesives • Engineering Plastics • Specialty Films • Elastomers • Thermoplastic Polyurethanes • Supply Chain & Logistics EMLA, NA, APAC |
• Member of the Board of Directors of Mondi plc3 |
1 As of December 31, 2025
2 Memberships on supervisory boards and memberships in comparable supervising bodies of German or foreign corporations.
3 Listed.
4 The Chief Financial Officer (CFO) is also responsible for country-specific topics in the United States and China
5 Monique Buch was appointed as a new member of the Board of Management as of June 1, 2025, and succeeded Sucheta Govil as Chief Commercial Officer (CCO) as of August 1, 2025.«]
Assisted by the Human Resources Committee and the Board of Management, the Supervisory Board arranges long-term succession planning for individual Board of Management members. It conducts a systematic process for selecting candidates for the Board of Management, while following the recommendations of the GCGC. In accordance with the regulations, it also observes the inclusion and belonging principle, i.e., balancing the Board’s composition in terms of age, educational and professional background as well as a balanced gender ratio among members. Board of Management members will generally not be appointed if they are over the age of 63. [»ESRS 2.21 (c) The Board of Management as a whole should represent a broad range of backgrounds and possess extensive experience in corporate strategy, innovation, production and technology, marketing and sales, finance, leadership and sustainability management.«] Members of the Board of Management are initially appointed for a maximum of three years.
[»ESRS 2.21 (c) When filling specific Board of Management positions, the Human Resources Committee also develops a skills profile that is based on the inclusion and belonging criteria and used to evaluate candidates from within and outside the company.«] The Human Resources Committee conducts structured individual interviews with the eligible shortlisted candidates determined in this way. The committee then submits a proposed resolution to the Supervisory Board. Both the Human Resources Committee and the Supervisory Board make decisions in the company’s interest, taking into account all the circumstances of each individual case. When necessary, external advisors support the Supervisory Board in preparing and executing specific succession decisions.
Covestro AG’s Board of Management currently has four members. The goals regarding age structure and function-specific expertise were generally met in fiscal 2025. The Board of Management additionally meets the education and professional background requirements. The Board of Management’s members ranged in age from 49 to 61 in fiscal 2025. [»ESRS 2.21 (c) As a whole, the Board of Management features members with a range of different educational backgrounds. In particular, they possess many years of experience in the following areas: engineering, physics and chemistry, business administration, and finance. The members of the Board of Management have gathered extensive professional experience in Germany and abroad as well as in the chemical industry. In the course of their careers, they have held leadership positions in marketing and sales, innovation, corporate strategy, production and technology, and finance, among others, and possess extensive experience in human resources management and project management.«]
The Act Supplementing and Amending the Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors of August 7, 2021, (FüPoG II) requires listed companies in Germany that are subject to codetermination rules and whose boards of management have more than three members to appoint at least one woman and one man to the board. The obligation stipulated as a general rule by the First Leadership Positions Act (FüPoG I) as far back as 2015 remains in effect: these companies are required to define target quotas for appointing women to their supervisory boards, boards of management, and the two management levels below, and to establish dates by which this quota is to be achieved in each case. If quotas are newly set in percent since FüPoG II entered into force, they must be specified as whole numbers.
In accordance with Section 96, Paragraph 2 AktG, the supervisory board of a company which is both listed and subject to codetermination rules should be composed of at least 30% women and at least 30% men. Although no targets need to be specified in this case, it is in the Supervisory Board’s general interest to try to achieve gender parity in the Supervisory Board of Covestro AG. [»ESRS 2.21 (d) As of December 31, 2025, the Supervisory Board of Covestro AG comprised four women and eight men, which corresponds to a proportion of women of more than 33%.«] The minimum legal requirement has thus been met.
In accordance with Section 76, Paragraph 3a AktG, the board of management of a company which is both listed and subject to codetermination rules should be composed of at least one woman and at least one man, if it consists of more than three people. Although no targets need to be specified in this case, it is in the Supervisory Board’s general interest to try to achieve gender parity in the Board of Management of Covestro AG. [»ESRS 2.21 (d) As of December 31, 2025, one woman and three men served on the Board of Management, which corresponds to a proportion of women of 25%.«] Covestro AG therefore also meets the legal minimum quota in accordance with Section 76, Paragraph 3a AktG.
In the year 2022, the Board of Management set new differentiated targets for the first two management levels below the Board of Management for the period through June 30, 2027, for both Covestro AG and the Covestro Group.
| Targets for the proportion of women in the first two management levels below the Board of Management by June 30, 2027 |
||||
|---|---|---|---|---|
| Covestro AG | Covestro Group4 | |||
| As of Dec. 31, 2025 |
Target by June 30, 20273 |
As of Dec. 31, 2025 |
Target by June 30, 20273 |
|
| % | % | % | % | |
| Proportion of women in management level 11 | 0.0 | 25.0 | 28.6 | 31.0 |
| Proportion of women in management level 22 | 47.4 | 31.6 | 23.5 | 30.2 |
1 Direct reports to the Board of Management with management responsibilities.
2 Direct reports to management level 1 with management responsibilities.
3 The percentages are based on the employee numbers specified in the table below
4 In relation to the proportion of women, the Covestro Group companies undertake to comply fully with all applicable local labor, anti-discrimination, and equal opportunities laws in all jurisdictions of their area of activity.
| Targets for the proportion of women in the first two management levels below the Board of Management by June 30, 2027, in numbers of employees |
||||
|---|---|---|---|---|
| Covestro AG | Covestro Group3 | |||
| As of Dec. 31, 2025 |
Target by June 30, 2027 |
As of Dec. 31, 2025 |
Target by June 30, 2027 |
|
| Proportion of women in management level 11 | 0 of 4 | 1 of 4 | 8 of 28 | 9 of 29 |
| Proportion of women in management level 22 | 9 of 19 | 6 of 19 | 36 of 153 | 54 of 179 |
1 Direct reports to the Board of Management with management responsibilities.
2 Direct reports to management level 1 with management responsibilities.
3 In relation to the proportion of women, the Covestro Group companies undertake to comply fully with all applicable local labor, anti-discrimination, and equal opportunities laws in all jurisdictions of their area of activity.
The Supervisory Board advises and oversees the Board of Management. The Supervisory Board is directly involved in decisions on matters of fundamental importance to the company, regularly conferring with the Board of Management on the strategic alignment of Covestro AG and the Covestro Group, and on the implementation status of the business strategy. Monitoring and consulting also include sustainability issues that are dealt with not only in meetings of the full Supervisory Board, but also in committee meetings. The Supervisory Board Chair coordinates its work and presides over the meetings. The Chair also represents the Supervisory Board outside the company and holds discussions with investors on topics that fall within the Supervisory Board’s tasks and responsibilities. In accordance with the Articles of Incorporation, the Supervisory Board has issued rules of procedure governing its activity. These rules of procedure are applicable to the Supervisory Board as a whole as well as to individual Supervisory Board committees. They also include rules concerning the composition and work of the committees.
The rules of procedure for the Supervisory Board are available at: www.covestro.com/en/company/management/corporate-governance
The Supervisory Board members are obligated to work in the company’s interests at all times and may not pursue any personal interests in making decisions for the company or take advantage of the company’s business opportunities for themselves. They are required to immediately disclose any conflicts of interest to the Chair of the Supervisory Board, in particular including those resulting from executive functions or consulting activities at customers, suppliers, lenders, or other third parties. If the conflict of interest is material and of more than a temporary nature, the Supervisory Board member must step down. In its report to the Annual General Meeting, the Supervisory Board discloses any conflicts of interest and how they were handled.
Another effectiveness and efficiency review of the Supervisory Board was performed in the 2025 reporting year. As in previous years, it was conducted in writing on the basis of a questionnaire. The Supervisory Board discussed the results of this written self-assessment, which deals with the organization and work of the Supervisory Board and its committees, at the first ordinary Supervisory Board meeting in fiscal 2025. The topics included in particular the structure and conduct of Supervisory Board meetings, cooperation with the Board of Management, the flow of information to the Supervisory Board, responsibilities, composition, and work of the committees, and cooperation among the members of the Supervisory Board. On the whole, members found the Supervisory Board’s activity effective and efficient. They continued to value in particular the detailed discussions and exchanges with the Board of Management on issues relating to strategy, for which sufficient time was allowed at Supervisory Board meetings and the annual strategy workshop.
For further information, please refer to “Report of the Supervisory Board” in Capital Market.
The Board of Management informs the Supervisory Board about business policy, corporate planning, and strategy in regular and open discussions. Further details of how the Board of Management provides information to the Supervisory Board, including ongoing information of the Chair of the Supervisory Board by the Chair of the Board of Management, are governed by the Board of Management’s rules of procedure.
The rules of procedure for the Board of Management are available at: www.covestro.com/en/company/management/corporate-governance
The Supervisory Board approves the corporate planning and financing framework. It also approves the Financial Statements of Covestro AG and the Consolidated Financial Statements of the Covestro Group, along with the Group Management Report, taking into account the auditor’s reports and explanations. The Board of Management and Supervisory Board issue an annual compensation report in accordance with Section 162 of the German Stock Corporation Act. The Supervisory Board also regularly meets without the Board of Management in attendance. The members of the Supervisory Board representing employees regularly hold structured discussions with members of the Board of Management prior to Supervisory Board meetings. Prior meetings of shareholder representatives are held on a case-by-case basis when necessary.
[»ESRS 2.21 (a) (b) The Supervisory Board has 12 members, half of whom are shareholder representatives and half employee representatives pursuant to the German Codetermination Act. The members of the Supervisory Board representing shareholders are elected individually by the Annual General Meeting. The six employee representatives comprise four Covestro employees and two union representatives; they are elected in accordance with the provisions of the German Codetermination Act. In fiscal year 2025, elections to the Supervisory Board for members representing shareholders were held at the Annual General Meeting on April 17, 2025. The following persons were reelected to the Supervisory Board: Dr. Christine Bortenlänger, Ms. Lise Kingo, Dr. Richard Pott, Ms. Regine Stachelhaus, and Mr. Patrick Thomas. Dr. Sven Schneider left the Supervisory Board at the end of September 2025. As part of the completion of the takeover by XRG, Ms. Lise Kingo, Ms. Regine Stachelhaus, and Dr. Richard Pott then stepped down from the Supervisory Board in December 2025. The following members of the Supervisory Board were appointed by the court: Ms. Mercedes Alonso Benito, Mr. Guy Janssens, Mr. Khaled Salmeen, and Dr. Rainer Seele. In addition, there was one change on the employee side. Ms. Petra Kronen had left the Supervisory Board as of the end of fiscal 2024. Ms. Kerstin Spendel was appointed as a member of the Supervisory Board in February 2025.
»ESRS 2.21 (c) The Supervisory Board discussed the requirements stipulated by Section 100, Paragraph 5 AktG. Based on its composition, the Supervisory Board as a whole has in-depth industry expertise in the chemical and polymer sector in which Covestro operates. This industry knowledge was acquired by the members either through their jobs or the requisite continuing education. In addition, the Supervisory Board has at least one member with expertise in the area of accounting and at least one other member with expertise in the area of auditing.«]
| [»ESRS 2.21 (a) Supervisory Board members1 | |||
|---|---|---|---|
| Name/function | Membership on the Supervisory Board | Position | Memberships2 |
| Mercedes Alonso Benito | Member of the Supervisory Board since December 2025 | • Senior Director, Speciality Chemicals Asset Management, XRG P.J.S.C. | • Member of the Supervisory Board of Covestro Deutschland AG4, 5 (since December 2025) • Member of the Board of Directors, Borouge PTE LTD4, Singapore • Independent Board Director, Alterra Energy LLC4, USA • Independent Board Director, Huhtamaki Oj3, Finland |
| Dr. Christine Bortenlänger | Member of the Supervisory Board since October 2015 | • Member of various supervisory boards | • Member of the Supervisory Board of Covestro Deutschland AG4, 5 • Member of the Supervisory Board of MTU Aero Engines AG3 • Member of the Supervisory Board of TÜV SÜD AG4 • Member of the Supervisory Board of Siemens Energy AG³ (until February 2025) • Member of the Supervisory Board of Siemens Energy Management GmbH⁴ (Siemens Energy Group) (until February 2025) |
| Dr. Christoph Gürtler | Member of the Supervisory Board since April 2022 |
• Chair of the Managerial Employees’ Committees of Covestro Deutschland AG and of Covestro group • Managerial Employee of Covestro Deutschland AG |
• Member of the Supervisory Board of Covestro Deutschland AG4, 5 |
| Oliver Heinrich | Member of the Supervisory Board since May 2024 |
• Member of the Executive Board of IGBCE | • Member of the Supervisory Board of Covestro Deutschland AG4, 5 • Vice Chair of the Supervisory Board of Mitteldeutsche Braunkohlegesellschaft4 (Mibrag) • Vice Chair of LEAG GmbH4 (since June 2025) • Vice Chair of the Supervisory Board of Lausitz Energie Bergbau AG4 (LEAG) • Vice Chair of the Supervisory Board of CHEMIE Pensionsfonds AG4 |
| Guy Janssens | Member of the Supervisory Board since December 2025 | • Group Chief Financial Controller, Abu Dhabi National Oil Company (ADNOC) P.J.S.C. | • Member of the Supervisory Board of Covestro Deutschland AG4, 5 (since December 2025) • Member of the Board of Directors, ADNOC Global Trading Ltd4, United Arab Emirates (ADNOC Group) • Member of the Board of Directors, ADNOC Trading Ltd4, United Arab Emirates (ADNOC Group) |
| Lise Kingo | Member of the Supervisory Board from April 2021 until December 2025 | • Member of various supervisory boards, governing bodies and committees | • Member of the Supervisory Board of Covestro Deutschland AG4, 5 (until December 2025) • Independent Board Director of Danone SA3, France • Independent Board Director of Sanofi SA3, France • Independent Director Euler Hermes SA (Allianz Trade)4, Belgium |
| Irena Küstner | Member of the Supervisory Board since October 2015 | • Chair of the Works Council of Covestro at the Leverkusen site • Chair of the Group Works Council of Covestro • Vice Chair of the General Works Council of Covestro • Employee of Covestro Deutschland AG |
• Member of the Supervisory Board of Covestro Deutschland AG4, 5 |
| Frank Löllgen (Vice Chair) | Member of the Supervisory Board since April 2022 |
• North Rhine District Secretary of the German Mining, Chemical and Energy Industrial Union (IGBCE), Düsseldorf | • Member of the Supervisory Board of Covestro Deutschland AG4, 5 • Member of the Supervisory Board of Bayer AG3 |
| Dr. Richard Pott (Chair until December 2025) |
Member of the Supervisory Board from August 2015 until December 2025 | • Member of various supervisory boards | • Chair of the Supervisory Board of Covestro Deutschland AG4, 5 (until December 2025) • Member of the Supervisory Board of Freudenberg SE4 |
| Khaled Salmeen | Member of the Supervisory Board since December 2025 | • Chief Executive Officer, Downstream Industry, Marketing & Trading, Abu Dhabi National Oil Company (ADNOC) P.J.S.C. | • Member of the Supervisory Board of Covestro Deutschland AG4, 5 (since December 2025) • Member of the Supervisory Board, OMV AG3, Austria • Vice Chairperson of the Board of Directors, ADNOC Gas PLC3, United Arab Emirates (ADNOC Group) • Vice Chairperson of the Board of Directors, ADNOC Logistics & Services PLC3, United Arab Emirates (ADNOC Group) • Member of the Board of Directors, Abu Dhabi National Oil Company for Distribution P.J.S.C.3, United Arab Emirates (ADNOC Group) • Member of the Board of Directors, ADNOC International Investments RSC LTD4, United Arab Emirates (ADNOC Group) • Member of the Board of Directors, Borouge PLC3, United Arab Emirates (ADNOC Group) • Member of the Board of Directors, Fertiglobe PLC3, United Arab Emirates (ADNOC Group) • Member of the Board of Directors, ADNOC Global Trading Ltd.4, United Arab Emirates (ADNOC Group) |
| Dr. Sven Schneider | Member of the Supervisory Board from April 2022 until September 2025 |
• Chief Financial Officer at Infineon Technologies AG |
• Member of the Supervisory Board of Covestro Deutschland AG 4, 5 (until September 2025) • Member of the Board of Directors of Holcim AG3, Switzerland (since May 2025) • Member of the Supervisory Board of Infineon Technologies Austria AG4, Austria (Infineon group) • Member of the Board of Directors, Infineon Technologies China Co., Ltd.4, China (Infineon group) • Member of the Board of Directors, Infineon Technologies Asia Pacific Pte., Ltd.4, Singapore (Infineon group) • Member of the Board of Directors, Infineon Technologies Americas Corp.4, USA (Infineon group) • Member of the Board of Directors, Infineon Technologies Japan K.K.4, Japan (Infineon group) |
| Dr. Rainer Seele (Chair since December 2025) | Member of the Supervisory Board since December 2025 | President, Global Chemicals, XRG P.J.S.C. | • Member of the Supervisory Board of Covestro Deutschland AG⁴,⁵ (since December 2025) • Member of the Board of Directors, BAPCO Upstream W.L.L.⁴, Bahrain • Chairman of the Board of Directors, Borouge PTE LTD⁴, Singapore • Member of the Board of Directors, Fertiglobe PLC³, United Arab Emirates (ADNOC Group) • Chairman of the Advisory Board, Susta Sustainable Merchandise Handels GmbH⁴, Austria • Member of the Advisory Board⁴, Dream Security Ltd., Israel |
| Kerstin Spendel | Member of the Supervisory Board since February 2025 | • Member of the General Works Council of Covestro • Member of the Covestro European Forum • Chair of the Works Council of Covestro at the Uerdingen site • Employee of Covestro Deutschland AG |
• Member of the Supervisory Board of Covestro Deutschland AG4, 5 (since February 2025) |
| Regine Stachelhaus | Member of the Supervisory Board from October 2015 until December 2025 | • Member of various supervisory boards | • Member of the Supervisory Board of Covestro Deutschland AG4, 5 (until December 2025) • Director of SPIE SA3, France • Member of the Supervisory Board of SPIE Deutschland und Zentraleuropa GmbH4 (SPIE group) |
| Marc Stothfang | Member of the Supervisory Board since February 2017 | • Member of the General Works Council of Covestro • Chair of the Works Council of Covestro at the Brunsbüttel site • Member of Covestro-European Forum • Employee of Covestro Deutschland AG |
|
| Patrick Thomas | Member of the Supervisory Board since July 2020 | • Member of various supervisory boards | • Member of the Supervisory Board of Covestro Deutschland AG4, 5 • Non-Executive Director (Chair) of Johnson Matthey plc3, United Kingdom (until July 2025) • Non-Executive Director of Akzo Nobel N.V.3, Netherlands (until April 2025) |
1 As of December 31, 2025, for members stepping down during the fiscal year, the information relates to the leaving date.
2 Memberships on other supervisory boards and memberships in comparable supervising bodies of German or foreign corporations.
3 Listed.
4 Non-listed.
5 Covestro Group membership.«]
The Supervisory Board currently has the following committees:
Presidial Committee: The Presidial Committee comprises the Supervisory Board Chair and Vice Chair along with an additional shareholder representative and an additional employee representative. The Presidial Committee serves primarily as the mediation committee pursuant to the German Codetermination Act. It has the task of submitting proposals to the Supervisory Board on the appointment of members of the Board of Management if the necessary two-thirds majority is not achieved in the first vote at a plenary meeting. Certain decision-making powers in connection with capital measures, including the power to amend the Articles of Incorporation, have also been delegated to this committee. In addition, the Presidial Committee is responsible for dealing with tasks of the Supervisory Board in the case of takeover matters and has decision-making powers to a certain extent.
Members: Dr. Richard Pott (Chair) (until December 2025), Dr. Rainer Seele (Chair) (since December 2025), Irena Küstner (since February 2025), Frank Löllgen, Khaled Salmeen (since January 2026), and Regine Stachelhaus (until December 2025)
Audit Committee: The Audit Committee has six members of the Supervisory Board, with shareholders and employees equally represented. The requirements of the AktG and the GCGC for the expertise of members of the Audit Committee are met. Dr. Christine Bortenlänger has the required auditing expertise, primarily due to her many years of experience as a member of other audit committees of international listed companies. The auditing expertise also includes know-how in relation to sustainability reporting and its auditing. Dr. Christine Bortenlänger meets the requirements of the GCGC for the qualifications and independence of the Chair of the Audit Committee. Due to his many years of experience as Finance Director and Group Controller as well as in leading financial functions of internationally operating companies, including publicly listed ones, Mr. Guy Janssens has the required expertise both in the field of accounting, i.e., special know-how and experience in the application of accounting policies and internal control and risk management systems, as well as in the field of auditing having served as head of audit. This also covers sustainability reporting and its auditing.
The Audit Committee’s main responsibilities include auditing the accounts; monitoring the accounting and financial reporting process; monitoring the effectiveness of the internal control system, the risk management system, and the internal audit system; financial statement audits; and compliance. The accounting comprises in particular the Consolidated Financial Statements and the Group Management Report. The Audit Committee is responsible for conducting a preliminary examination of the Financial Statements, Consolidated Financial Statements, and Management Reports, including the mandatory sustainability reporting, and for discussing the interim financial reporting. On the basis of the auditor’s report, the Audit Committee develops proposals for resolutions by the Supervisory Board relating to the confirmation of the Financial Statements, the approval of the Consolidated Financial Statements, and the use of the distributable profit.
The Audit Committee is also responsible for the company’s relationship with the external auditor. It submits a proposal to the full Supervisory Board concerning the auditor’s appointment and is authorized to award the audit contract to the audit firm appointed on behalf of the Supervisory Board and to agree the auditor’s remuneration. On behalf of the Supervisory Board, the Audit Committee is authorized to award the audit mandate to the audit firm appointed and to agree the auditor’s remuneration. It also suggests areas of focus for the audit and monitors the quality of the audit as well as the independence and qualifications of the auditor. To this end, the Audit Committee has obtained a statement of independence from the auditor, who is required to immediately inform the Audit Committee about all possible grounds for exclusion or lack of impartiality arising during the audit or review, and all findings and incidents material to the Supervisory Board’s responsibilities, particularly suspected accounting irregularities. The Audit Committee discusses the audit risk assessment, audit strategy and audit planning, and the audit results with the auditor. Moreover, the Audit Committee has requested that the auditor inform the Committee and make a note in the audit report if facts are identified during the financial statement audit process that indicate an error in the declaration of compliance with the GCGC submitted by the Board of Management and Supervisory Board. The Chairman of the Audit Committee has regular feedback sessions with the auditor on the audit progress and reports on this to the committee. During the respective meetings, the Audit Committee also has regular discussions with the auditor without the Board of Management.
Members: Dr. Christine Bortenlänger (Chair) (since July 2025), Dr. Sven Schneider (Chair) (until July 2025), Mercedes Alonso Benito (since January 2026), Guy Janssens (since January 2026), Irena Küstner, Frank Löllgen, Dr. Richard Pott (until December 2025), Kerstin Spendel (since February 2025), and Patrick Thomas (until December 2025)
Human Resources Committee: On the Human Resources Committee, too, there is parity of representation between shareholders and employees. It consists of the Supervisory Board Chair and three other members. The Committee prepares the personnel decisions of the full Supervisory Board, which resolves on appointments or dismissals of members of the Board of Management. The Human Resources Committee resolves on behalf of the Supervisory Board on the service contracts of the members of the Board of Management. However, it is the responsibility of the full Supervisory Board, based on the recommendations submitted by the Human Resources Committee, to resolve on the total compensation of the individual members of the Board of Management and the respective compensation components, as well as to regularly review the compensation system. The Human Resources Committee also discusses the long-term succession planning for the Board of Management.
Members: Dr. Richard Pott (Chair) (until December 2025), Dr. Rainer Seele (Chair) (since December 2025), Dr. Christoph Gürtler, Khaled Salmeen (since January 2026), Regine Stachelhaus (until December 2025), and Marc Stothfang (since February 2025).
Nomination Committee: The Nomination Committee carries out preparatory work when an election of shareholder representatives to the Supervisory Board is to be held. It suggests suitable candidates for the Supervisory Board to propose to the Annual General Meeting for election. The committee comprises the Supervisory Board Chair, the other Supervisory Board member representing shareholders on the Presidial Committee, and another elected Supervisory Board member representing shareholders.
Members: Dr. Richard Pott (Chair) (until December 2025), Dr. Rainer Seele (Chair) (since December 2025), Khaled Salmeen (since January 2026), Regine Stachelhaus (until December 2025), and Patrick Thomas.
Sustainability Committee: The Sustainability Committee has four Supervisory Board members with parity of representation between shareholders and employees. The Chair of the Sustainability Committee is elected by the Supervisory Board from between the two shareholder representatives elected to the Committee. The committee advises the Supervisory Board, its committees, and the Board of Management, as well as working on sustainable corporate governance and the company’s environmental, social, and governance (ESG) activities in particular. It supports, monitors, and issues recommendations on the Board of Management’s ESG strategies, targets, and initiatives, including the environmental, social, societal, ethical, and circular economy aspects of Covestro’s business along the entire value chain.
The Sustainability Committee additionally helps the Audit Committee examine sustainability-related statements in the context of the audit of the mandatory sustainability reporting. Furthermore, it advises the Human Resources Committee on setting ESG targets for Board of Management compensation.
Members: Lise Kingo (Chair) (until December 2025), Mercedes Alonso Benito (Chair) (since January 2026), Dr. Christoph Gürtler, Oliver Heinrich (since February 2025), and Patrick Thomas
Investment Committee: The Investment Committee was established in February 2026 in accordance with the investment agreement entered into as part of the takeover of Covestro by XRG. It has four members, of whom two Supervisory Board members are shareholder representatives, who represent XRG on the Supervisory Board, and two are employee representatives. The Chair is a shareholder representative. One Supervisory Board member representing the shareholders, who is independent of XRG, has the right to attend the committee’s meetings as a guest without voting rights.
For certain significant investment projects with an investment volume of more than €200 million, including in cases where the originally approved budget has been significantly exceeded, and for M&A transactions with a transaction volume of more than €100 million, the Board of Management requires the Investment Committee’s approval. M&A transactions approved by the Investment Committee additionally require the approval of the full Supervisory Board. The Board of Management informs the full Supervisory Board of significant investment projects before they are submitted to the Investment Committee, unless the full Supervisory has already been notified of the project.
Members: Dr. Rainer Seele (Chair), Guy Janssens, Frank Löllgen and Marc Stothfang.
Details on the Supervisory Board’s activities and its committees are provided by the Supervisory Board in its Report. The resumes of the members of the Supervisory Board are published on Covestro’s website and updated annually.
For further information, please refer to “Report of the Supervisory Board” in Capital Market.
For further information, please refer to: www.covestro.com/en/company/management/supervisory-board
The composition of the Supervisory Board should be such that its members jointly possess the necessary expertise, skills, and professional experience to properly perform their duties, and are sufficiently independent. The Supervisory Board assesses the independence of its members according to the recommendation contained in the GCGC, as amended.
Covestro AG’s Supervisory Board has agreed the following specific goals for its composition that align with the recommendations of the GCGC and at the same time provide for inclusion and belonging in terms of age, independence, professional experience, and expertise in the sustainability topics important to the company, including particularly the circular economy, climate neutrality, and good corporate governance:
The objectives described refer to the Supervisory Board as a whole unless resolved otherwise. However, since the Supervisory Board can only nominate candidates for election as shareholder representatives, it can only consider the objectives in making these nominations.
The Supervisory Board has several members with international business experience and an international background. The objectives pertaining to age limits, length of service, and independence are being met. [»ESRS 2.21 (e) In the Supervisory Board’s opinion, the shareholder representatives, Dr. Christine Bortenlänger and Patrick Thomas, and the workers’ representatives, Dr. Christoph Gürtler, Oliver Heinrich, Irena Küstner, Frank Löllgen, Kerstin Spendel, and Marc Stothfang, are independent within the meaning of the GCGC.
This means that the share of independent members of the Supervisory Board is around 67%.«] In accordance with the investment agreement entered into as part of the takeover of Covestro by XRG, the Supervisory Board should have at least two shareholder representatives who are independent of XRG. This requirement is likewise met with the Supervisory Board membership of Dr. Christine Bortenlänger and Patrick Thomas. In principle, the requirements relating to function-specific knowledge are also met.
For further information about Covestro AG’s current Supervisory Board members, please refer to: www.covestro.com/en/company/management/supervisory-board
| [»ESRS 2.21 (c), (e), ESRS 2.23 (a) Qualification matrix1 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Supervisory Board members | |||||||||||||||||
| Category | Field of expertise | M. Alonso Benito2 | C. Bortenlänger2 | C. Gürtler3 | O.Heinrich3 | G. Janssens2 | L. Kingo2 | I. Küstner3 | F. Löllgen3 | R. Pott2 | K. Salmeen2 | S. Schneider2 | R. Seele2 | K. Spendel3 | R. Stachelhaus2 | M. Stothfang3 | P. Thomas2 |
| Industry- and company- specific knowledge/ experience |
(Polymer)Chemistry | ||||||||||||||||
| Production and technology | |||||||||||||||||
| Function-specific knowledge | Strategy, M&A, capital market | ||||||||||||||||
| Marketing/sales/supply chain | |||||||||||||||||
| R&D, innovation | |||||||||||||||||
| Sustainability (environment)/ circular economy/ new technologies |
|||||||||||||||||
| Digitalization | |||||||||||||||||
| Human resources/ change management/ sustainability (social) | |||||||||||||||||
| Corporate governance/ compliance | |||||||||||||||||
| Accounting | |||||||||||||||||
| Financial statement audit | |||||||||||||||||
| Management- and leadership experience | Leadership in an international enterprise | ||||||||||||||||
| Corporate culture and employee engagement (Covestro focus) | |||||||||||||||||
| Membership in supervisory boards and governing bodies | |||||||||||||||||
| Qualification matrix1 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Supervisory Board members | |||||||||||||||||
| Category | Field of expertise | M. Alonso Benito | C. Bortenlänger2 | C. Gürtler3 | O.Heinrich3 | G. Janssens2 | L. Kingo2 | I. Küstner3 | F. Löllgen3 | R. Pott2 | K. Salmeen2 | S. Schneider2 | R. Seele2 | K. Spendel3 | R. Stachelhaus2 | M. Stothfang3 | P. Thomas2 |
| Further information | |||||||||||||||||
| Terms of office/ Appointments |
Initial appointment | 2025 | 2015 | 2022 | 2024 | 2025 | 2021 | 2015 | 2022 | 2015 | 2025 | 2022 | 2025 | 2025 | 2015 | 2017 | 2020 |
| Re-appointment | 2020 | 2025 | 2017 | 2020 | 2020 | 2022 | 2025 | ||||||||||
| Re-appointment | 2025 | 2022 | 2025 | 2025 | |||||||||||||
| End of term of office | AGM 2026 | 2027 | 2027 | 2027 | AGM 2026 | 2025 | 2027 | 2027 | 2025 | AGM 2026 | 2025 | AGM 2026 | 2027 | 2025 | 2027 | 2027 | |
| Diversity | Age (2025 reporting year minus year of birth) | 59 | 59 | 58 | 48 | 61 | 64 | 59 | 64 | 72 | 52 | 59 | 65 | 51 | 70 | 59 | 68 |
| Gender (male, female, diverse) | F | F | M | M | M | F | F | M | M | M | M | M | F | F | M | M | |
| Nationality | E/CH | D | D | D | B | DK | D | D | D | UAE | D | D | D | D | D | UK | |
| Independence4 | No | Yes | Yes | Yes | No | Yes | Yes | Yes | Yes | No | Yes | No | Yes | Yes | Yes | Yes | |
| Professional activity | Professional status/ "work stage" (executive vs. post-executive) |
Exec | Post | Exec | Exec | Exec | Post | Exec | Exec | Post | Exec | Exec | Exec | Exec | Post | Exec | Post |
| Overboarding | No | No | No | No | No | No | No | No | No | No | No | No | No | No | No | No | |
1 Based on a self-assessment by the Supervisory Board, incorporating the individual assessments of individual Supervisory Board members and the recommendations of the Nomination Committee and Presidial Committee to the full Supervisory Board. The three shades of color refer to the levels of know-how, from basic know-how (light) through extensive know-how (medium) down to profound know-how (dark).
2 Members representing shareholders.
3 Members representing employees.
4 In accordance with GCGC 2022.«]
»ESRS 2.22 (a), (c) i, ii At Covestro, the relevant expert functions are responsible for monitoring and controlling material impacts, risks, and opportunities. They report on current developments within their organizational structure to the responsible member of the Board of Management. »ESRS 2.22 (b) The Board of Management is responsible for managing the company and in this context defines the long-term targets and strategies for Covestro. The Board of Management also has a duty to approve the results of the double materiality assessment to identify and assess the impacts, risks, and opportunities material for Covestro. »ESRS 2.22 (b), (c) iii The Supervisory Board oversees and advises the Board of Management on these matters. Here, the Sustainability Committee has a special responsibility in advising on and overseeing the targets and strategies that the Board of Management has to define in connection with environmental, social, and governance matters.«
»ESRS 2.22 (c) iii As part of its sustainability management, Covestro has developed controls and procedures for managing the impacts, risks, and opportunities. Regular materiality assessments help Covestro identify and assess the key sustainability topics and their impacts, risks, and opportunities, thereby ensuring that they are up to date. This process taps into other internal analyses and management systems, such as assessment results from the human-rights-related risk analysis as well as existing risks in Group-wide risk management in relation to sustainability topics.«
For further information, please refer to “Impact, Risk and Opportunity Management.”
»ESRS 2.22 (d) The management monitors progress, sets priorities, and, where necessary, adjusts the allocation of resources in relation to the material impacts, risks, and opportunities within the meaning of the ESRS. In this context, the Board of Management sets long-term targets, which it reviews regularly. The Supervisory Board and its committees, in particular the Audit Committee and the Sustainability Committee, monitor progress and advise the Board of Management in this regard. At the operational level, special bodies and functions and risk owners are responsible for implementing and monitoring actions, e.g., the Sustainability & Innovation Governance Body (SI GoB) for sustainability topics, the Group Human Rights Officer and the Human Rights Office for human rights. »ESRS 2.22 (c) ii The CEO chairs the SI GoB and is therefore directly involved.«
»ESRS 2.23 Covestro believes that it is important for the Board of Management and Supervisory Board to have suitable skills and professional knowledge for overseeing sustainability aspects.«
»ESRS 2.23 (a) Care is taken in the composition of the Board of Management to ensure that, in its entirety, it has many years of experience in sustainability management. The Human Resources Committee also takes this into account when putting together skills profiles for filling a Board of Management vacancy. Through regular exchanges between the Board of Management and the respective expert functions, it also has the requisite expertise related to sustainability.
The composition of the Supervisory Board is carefully planned so that at least two members each have function-specific knowledge in the areas of “sustainability (environment), circular economy, and new technologies” as well as “human resources, change management, sustainability (social).” Moreover, the Supervisory Board is committed to continuing education. Workshops are held for the Supervisory Board at which relevant Covestro-specific sustainability topics are highlighted and discussed, e.g., achieving climate neutrality through the circular economy.«
»ESRS 2.23 (b) By ensuring the required expertise related to sustainability in Covestro’s Board of Management and Supervisory Board, the company is able to take account of the material impacts, risks, and opportunities within the meaning of the ESRS in its business decisions, to drive especially the transformation to the circular economy, and to take advantage of opportunities in the area of sustainable products. These specialist skills ensure, moreover, that sustainability risks are managed effectively.«]
In the reporting year, members of the Board of Management and Supervisory Board were required by law to report proprietary transactions in shares or debt instruments of Covestro AG or in related derivatives or other related financial instruments to Covestro AG and the German Federal Financial Supervisory Authority (BaFin) without undue delay, no later than three business days after the date of the transaction, if the total value of the transactions is equal to or exceeds €20,000 in the calendar year. Covestro publishes the details of reportable transactions in suitable media in the European Union and on its website without delay, but no later than two business days after receipt of the disclosure, and also provides this information to the company register for archiving.
For further information about securities transactions by members of the Board of Management or Supervisory Board, please refer to: www.covestro.com/en/investors/share-details/disclosure-of-securities-transactions
Covestro’s enterprise risk management system ensures early identification of any financial or nonfinancial risks. We attempt to avoid or mitigate identified risks, or to transfer them to third parties (such as insurers) to the extent possible and economically acceptable.
The internal control system (ICS) for accounting and financial reporting enables the timely monitoring of risks to prevent or correct potential errors in accounting for business transactions. It thus ensures the availability of reliable data on the company’s financial situation.
However, the control and risk management system cannot provide absolute protection against losses arising from business risks or fraudulent actions.
Based on regular reports by the expert functions and audits conducted by Internal Audit (Corporate Audit function), the Board of Management is not aware of any matters that would lead to the assessment that the internal control system and the risk management system, which comprise a compliance management system aligned to the company’s risk situation, are not largely appropriate and effective.
The main features of the internal control system, the risk management system, and the compliance management system, which is aligned with the company’s risk situation, are described in the sections below.
For further information, please refer to “Group-wide Opportunity and Risk Management.”
For further information, please refer to “ESRS G1: Business Conduct.”
We provide regular and timely information on the Covestro Group’s position and significant changes in business activities to shareholders, financial analysts, shareholders’ associations, the media, and the general public to maximize transparency. This includes information about the company’s business performance and financial situation as well as on significant changes in the business prospects and risk situation.
In line with statutory requirements, the members of the company’s Board of Management provide assurance that, to the best of their knowledge, the Financial Statements of Covestro AG, the Consolidated Financial Statements of the Covestro Group, and the Combined Management Report provide a true and fair view.
The Financial Statements of Covestro AG, the Consolidated Financial Statements, and the Combined Management Report are published within 90 days following the end of each fiscal year. The half-year financial report is voluntarily subjected to a review by the auditor appointed by the Annual General Meeting.
Covestro also provides regular information about the current corporate strategy, important growth areas, the financial position and results of operations, and financial targets. The company uses the internet as a platform for the timely disclosure of information, with major publications posted on the Group’s website.
In line with the principle of fair disclosure, all shareholders and other main target groups are treated equally as regards the communication of valuation-relevant information. All significant new facts are disclosed immediately to the general public. In addition to our regular reporting, we issue ad-hoc statements on developments that otherwise might not become publicly known but have the potential to materially affect the price of Covestro shares.
Covestro’s shareholders exercise their rights within the scope provided for by the law and the Articles of Incorporation at the Annual General Meeting and there exercise their right to vote. Each share of Covestro AG confers the same rights and carries one vote at the Annual General Meeting. Shareholders can exercise their voting rights by way of a proxy, e.g., a credit institution, a shareholders’ association, or another third party. If made by means of a declaration to the company, the notification of the granting and cancellation of proxy authorizations may also be made electronically via the company’s internet-based proxy system. The company also makes it easier for its shareholders to exercise their personal rights by appointing voting proxies to cast their votes, subject to their instructions. They are also available during the Annual General Meeting. The Board of Management can enable shareholders to take part in the Annual General Meeting without in-person attendance and without a proxy, and exercise all of their rights or individual rights in whole or in part through electronic means of communication. All of the company’s shareholders and interested members of the public may watch the full Annual General Meeting live online on the company’s website. All legally required documents and information on the Annual General Meeting are available to shareholders on Covestro’s website as well.
In accordance with Article 13, Paragraph 2 of the Articles of Incorporation of Covestro AG, the Board of Management of Covestro AG decided to hold the Annual General Meeting on April 17, 2025, as a virtual AGM. As a result, no shareholders or their proxies (with the exception of the proxies nominated by the company) were physically present at the location of the AGM. Instead shareholders and their proxies were able to attend the meeting electronically via the InvestorPortal on the company’s website and exercise their rights by way of electronic communication.
For further information about the Annual General Meeting, please refer to: www.covestro.com/en/investors/annual-general-meeting