Management and Supervision

In compliance with the German Stock Corporation Act (AktG), Wacker Chemie AG has a two-tier management system, comprising an Executive Board and Supervisory Board. The Executive Board has four members.

Wacker Chemie AG is the parent company and thus determines the Group’s strategy, overall management, resource allocation, funding, and communications with key target groups (especially with the capital market and shareholders).

Executive Board and Supervisory Board in 2018

At its meeting on March 6, 2018, the Supervisory Board of Wacker Chemie AG renewed the contract of Executive Board member Auguste Willems for a further five years (until December 31, 2023). On May 9, 2018, the Annual Shareholders’ Meeting in Munich elected the shareholder representatives for the Supervisory Board. Newly elected was Ann-Sophie Wacker, who replaced shareholder representative Dr. Thomas Strüngmann on the Supervisory Board. All the other shareholder representatives were re-elected to the Supervisory Board. At its inaugural meeting, directly after the Annual Shareholders’ Meeting, the Supervisory Board confirmed Dr. Peter-Alexander Wacker as its chairman. The employee representatives on the Supervisory Board had been elected by Wacker Chemie AG’s employees and executives before the Annual Shareholders’ Meeting. They elected Ingrid Heindl to the Supervisory Board to replace Dagmar Burghart as employee representative.

On October 31, 2018, Harald Sikorski stepped down as employee representative on the Supervisory Board, as he had taken up a new post in another district outside Bavaria. At the Executive Board’s request, Jörg Kammermann was appointed to the Supervisory Board by order of the District Court of Munich on November 14, 2018.

Declaration on Corporate Management

The declaration on corporate management required by Section 315d in combination with Section 289f of the German Commercial Code (HGB) is included in the corporate governance report. This declaration, which does not form part of the combined management report, is also available online. It contains the Executive and Supervisory Boards’ work procedures, the declaration of conformity pursuant to Section 161 of the German Stock Corporation Act (AktG), and information on key corporate management practices. It also includes: targets for the proportion of women on the Supervisory Board and Executive Board, and in the two levels of management below the Executive Board, as well as deadlines for implementation; statutory minimum quotas to be observed when filling Supervisory Board positions; and information on the company’s diversity strategy.

Non-Financial Statement

The non-financial statement that is to be submitted in accordance with Sections 315b and c and 289b and c of the German Commercial Code (HGB) is included in the annual report in the form of a non-financial report for the Group and does not form part of the combined management report. It is also available on the internet and in the online Annual Report for 2018. Further, it has been published in Germany’s Federal Gazette. This non-financial report includes a description of the Group’s business model and details of environmental concerns, social issues and personnel matters, as well as information on respect for human rights and on combating corruption and bribery. In compliance with the revised International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information,” the non-financial report for the Group was reviewed by KPMG AG, Wirtschaftsprüfungsgesellschaft, the auditors of the consolidated financial statements.

Executive Board and Supervisory Board Compensation

Executive Board compensation contains both fixed and variable components. The main features of the compensation system for the Executive Board and Supervisory Board are described in the compensation report, which is included in the corporate governance report. The compensation report also forms part of the combined management report.