Oversight and advice

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. The Chair of the Supervisory Board coordinates its work and presides over the meetings.

Through regular discussions with the Board of Management, the Supervisory Board is kept constantly informed of business policy, corporate planning and strategy. The Supervisory Board approves the annual budget and financing framework. lt also approves the financial statements of Covestro AG and the consolidated financial statements of the Covestro Group, along with the combined management report, taking into account the reports by the auditor.

In line with its own goals and in accordance with German law, the Supervisory Board consists of at least 30% women and of at least 30% men.

Most Supervisory Board members possess extensive knowledge of the chemical or polymer industries in which Covestro does business. This industry knowledge was acquired by the members either through their jobs or the requisite continuing education.

The Supervisory Board has five committees: the Presidial Committee, the Audit Committee, the Human Resources Committee, the Sustainability Committee and the Nominations Committee. The average attendance rate by Supervisory Board members at the 2024 meetings of the full Supervisory Board and of its committees was above 94%.

The chair of the Supervisory Board coordinates the work of the Supervisory Board and presides over the meetings.

The Supervisory Board evaluates the efficiency of its work regularly on the basis of a questionnaire. The questionnaire covers the preparation and execution of meetings, the work of the committees and the presentation of information.

For more information on the Supervisory Board of Covestro, see the Annual Report. This also contains details about compensation of the Supervisory Board.

In the course of the strategic partnership between Covestro and XRG, three shareholder representatives on the Supervisory Board have stepped down from the Supervisory Board, and a court appointment of new Supervisory Board members has been requested.

Position:
Chair of the Supervisory Board
President of Global Chemicals, XRG P.J.S.C.

Status: December 2025

Year of Birth: 1961
Nationality: German

Position:
North Rhine District Secretary of IGBCE

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
Member of the Supervisory Board of Covestro Deutschland AG⁴
Member of the Supervisory Board of Bayer AG³

Member of the Supervisory Board since April 2022

Frank Löllgen, born 1961, completed his apprenticeship as a chemistry laboratory technician at Bayer AG in Leverkusen from 1978 to 1981, where he worked in his skilled profession until 1985. In 1986, he started his trade union career as Training Assistant and served from 1987 as Political Secretary, Managing Director and District Manager at various offices and districts of the Chemical, Paper and Ceramics Industrial Union (IG CPK) and the IGBCE. From 2011 to 2014, he headed the Chairman's Office, Division 1, General Manager of IGBCE. In 2014, he was appointed North Rhine District Secretary of IGBCE.

Löllgen is a member of the Supervisory Board of Bayer AG and was also a member of the Supervisory Board of Evonik Industries AG until May 2022.

Since 2019, he has been a member of the advisory board of the economic, scientific and social partners to accompany the structural change in the Rhineland district and from 2006 to 2021 he was a lay judge at the Federal Labor Court, Erfurt.

Status: March 2025

Year of Birth: 1966
Nationality: German

Position:
Member of various Supervisory Boards

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
Member of the Supervisory Board of Covestro Deutschland AG⁴
Member of the Supervisory Board of MTU Aero Engines AG³
Member of the Supervisory Board of TÜV SÜD AG³

Member of the Supervisory Board since October 2015

Curriculum Vitae
Dr. Christine Maria Bortenlänger, born 1966, started with an apprenticeship at Bayerische Vereinsbank AG, Munich, and continued to study economics and business administration at the Ludwig-Maximilians-University in Munich, graduating in 1994. In 1996 she passed her doctorate. She is a scholarship holder of the Friedrich-Ebert-Foundation. Bortenlänger began her career as a senior consultant in the financial services sector in 1996 with Dr. Seebauer & Partner in Munich. Prior to this she has held several project manager roles, including working for Bayerische Landesbank on their electronic business networking/electronic commerce project and for an international research project for the German Research Council.

In July 1998 Bortenlänger joined Munich Stock Exchange as deputy managing director, responsible for marketing and public relations. Between 2000 and 2012 she was a member of the executive board of Bayerische Börse AG and managing director of the Munich Stock Exchange. In her role she was responsible for customer service, marketing and sales, market policy, public relations, organization and IT.
Bortenlänger served as chief executive officer of Deutsches Aktieninstitut e.V., Frankfurt, Germany, from September 1, 2012, until June 30, 2024.

Bortenlänger is a member of various Supervisory Boards and supervising bodies.

Status: März 2025

Year of Birth: 1967
Nationality: German

Position:
Chair of the Managerial Employees Committee of Covestro Deutschland AG and of the Covestro Group
Managerial employee of Covestro Deutschland AG 

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
Member of the Supervisory Board of Covestro Deutschland AG⁴

Member of the Supervisory Board since April 2022

Curriculum Vitae
Dr. Christoph Gürtler, born in 1967, studied chemistry in Bonn and Berlin and was a postdoc at the Massachusetts Institute of Technology, Cambridge, USA. He began his industrial career in 1997 at Bayer AG in Central Research. In 1999, Gürtler moved to the coatings raw materials and special areas business unit, where he held various positions in research and development. From 2007 to 2015 he was head of the department for catalysis and sustainable chemistry in polyurethane process research, with a focus on cooperation with external R&D partners. From 2015 to 2017 he further expanded this group for technology development and incubation within the area of polyurethane innovation. From 2017 to 2021, as Vice President, he headed a department for product and process development within the innovation department of Covestro Deutschland AG. From 2021 to 2023 he was Head of Global Industry Academia Cooperations in the Group Innovation department at Covestro. Since 2023 he is responsible for special projects within the Innovation and Sustainability department.

He has been a member of Covestro Deutschland AG's (former Bayer MaterialScience AG) Managerial Employees’ Committee (Sprecherausschuss) since 2006 and chair since April 2022.

Gürtler is a member of several scientific advisory boards and organizations, e.g. at Dechema and the Nova Institute and he is a member of the executive board of the VAA Chemistry Managers as well as a member of the board of the ULA UNited Leaders Association.

Status: March 2025

Year of Birth: 1977
Nationality: German

Position:
Member of the Executive Board of IGBCE

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
Member of the Supervisory Board of Covestro Deutschland AG⁴
Vice Chair of the Supervisory Board of Mitteldeutschen Braunkohlegesellschaft⁴ (Mibrag)
Vice Chair of the Supervisory Board of Lausitz Energie Bergbau AG⁴ (LEAG)
Vice Chair of the Supervisory Board of CHEMIE Pensionsfonds AG⁴

Member of the Supervisory Board since May 2024

Curriculum Vitae
Oliver Heinrich was born in 1977. After graduating from secondary school, Heinrich completed an apprenticeship as a process control electronics technician at BASF Schwarzheide from 1993 to 1996 and worked in this profession until 2002. During this time, he served as Chair of the JAV, later as works council member and Chair of the shop stewards. In addition, he was active as a volunteer in particular in the IGBCE youth at district, state and federal level.

In 2002, he trained as a trade union secretary in the IGBCE. From 2003 to 2007, Oliver Heinrich worked as a trade union secretary in the North Rhine district and from 2007 to 2010 as a trade union secretary in the Düsseldorf district. From 2011 to 2015 he was head of the Berlin-Mark Brandenburg district. Subsequently, he led the IGBCE Northeast District for eight years. Since September 2023, he has been a member of the Executive Board of IGBCE.

Oliver Heinrich is Vice Chair of the Supervisory Board of Mitteldeutsche Braunkohlegesellschaft (Mibrag) as well as Lausitz Energie Bergbau AG (LEAG) and CHEMIE Pensionsfonds AG. He served as a member of the Supervisory Board of BASF Schwarzheide until August 2024 and as Vice Chair of the Supervisory Board of Lausitz Energie Kraftwerke AG until End of 2023.

He has been a member of the SPD since 1998 and an active member of the Kagel volunteer fire brigade since 2014.

Status: March 2025

Year of Birth: 1966
Nationality: German

Position:
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

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
Member of the Supervisory Board of Covestro Deutschland AG⁴

Member of the Supervisory Board since October 2015

Curriculum Vitae
Irena Küstner, born 1966, completed her professional training as chemical laboratory assistant in 1989. She then worked in various fields of the application development department within the Business Unit PUR. In addition, she was responsible for the development in the field service and laboratory.

In 2005 Küstner became steward (Vertrauensfrau) in Bayer AG and in 2006 exempt member of the works council of Bayer AG (area representative [Bereichsbetriebsrätin] for Bayer MaterialScience). Since 2016 Küstner has presided over the Works Council of Covestro at the Leverkusen site as well as the Group Works Council of Covestro and she is vice chairperson of the General Works Council of Covestro. Since 2017 Küstner is member of the Board of Directors of Prononva BKK.

Status: March 2025

Year of Birth: 1974
Nationality: German

Position:
Member of the General Works Council of Covestro
Member of the Covestro European Forum
Chairwoman of the Works Council of Covestro at Uerdingen site
Employee of Covestro Deutschland AG

Memberships in other statutory Supervisory Boards and comparable domestic and foreign supervisory bodies:
Member of the Supervisory Board of Covestro Deutschland AG⁴

Member of the Supervisory Board since February 2025

Curriculum Vitae
Kerstin Spendel, born in 1974, began her career as a chemical technician at Bayer AG in Krefeld-Uerdingen after completing her vocational training in 1990. Alongside her professional work, she became involved in employee representation and joined the Youth and Apprentice Representative Committee in the same year. In 1994, she was elected as Chairwoman of the Youth and Apprentice Representative Committee and simultaneously became a member of the General Youth and Apprentice Representative Committee. Three years later, in 1997, she was appointed Chairwoman of the General Youth and Apprentice Representative Committee.

In 1998, she became a non-exempt member of the Works Council, before taking on a full-time position as Works Council member in 2000. During her time with the Bayer Group, she served as a member of the General Works Council for eleven years. Following the spin-off, Kerstin Spendel continued her commitment at Covestro as a permanent guest member of the General Works Council. In this role, she led negotiations for mandates from the General Works Council and managed group-wide social partnership projects, including the Demography FIT project.

To further enhance her professional expertise, she completed an advanced study program in Change Management at the MIT Institute in 2016/2017 and participated in a Business Administration seminar. As an active member of both the General Works Council and the Economic Committee, she contributes her expertise to various bodies. Since 2022, Kerstin Spendel has been serving as Chairwoman of the Works Council at the Uerdingen site.

Status: March 2025

Year of Birth: 1966
Nationality: German

Position:
Chair of the Works Council of Covestro at the Brunsbüttel site
Member of Covestro-European Forum
Employee of Covestro Deutschland AG

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
none

Member of the Supervisory Board since February 2017

Curriculum Vitae
Marc Stothfang, born 1966, joined Bayer AG at the Brunsbüttel site in 1984 where he successfully completed his apprenticeship to become chemistry technician (Chemiefacharbeiter). After a first assignment in the Coatings Division in Leverkusen he changed back to Brunsbüttel in 1988 to work in the MDI plant. In 1994 he became ‘Master Craftsman’ with an assignment in the TDI plant in Brunsbüttel.

Stothfang was elected member of the works council at the Brunsbüttel site in 2002. Since 2006 he is exempt member of the works council and since 2009 chairman of the works council at the Brunsbüttel site.

Status: March 2025

Year of Birth: 1957
Nationality: British

Position:
Member of various Supervisory Boards

Memberships on other Supervisory Boards and memberships in comparable supervising bodies of German or foreign companies:
Member of the Supervisory Board of Covestro Deutschland AG⁴
Non-Executive Director (Chair) of Johnson Matthey plc³, United Kingdom
Non-Executive Director of Akzo Nobel N.V.³, Netherlands

Member of the Supervisory Board since July 2020

Curriculum Vitae
Born in 1957, Patrick W. Thomas holds a master’s degree in Engineering Science from Oxford University. He began his career at ICI in England in 1979, holding several management positions. From 1989 to 1993, he was in charge of investment at ICI’s Polyurethane business located in Belgium before becoming CEO for the Europe, Africa & Middle East region of the same business. In 1997, he was made Global CEO of ICI Polyurethanes. In 1999 Thomas was named President for Polyurethanes, Performance and Advanced Materials at U.S. chemical company Huntsman based in Belgium. Subsequently, he was President for Specialties at Huntsman International LLC.

Between 2007 and 2015, he was CEO of Bayer Material-Science (the predecessor company of Covestro), before it was spun off from Bayer AG. Thomas was CEO of Covestro AG from 2015 until May 2018.

At the same time, he was non-executive director at BG Group plc until 2016. Since 2017 he has been a member of the Board of AkzoNobel N.V. and since 2018 he is Chairman of the Board of Johnson Matthey plc.

He is a fellow of both the Royal Academy of Engineering and the Institute for Engineering and Technology. He is the founder of the World Plastics Council and a former board member of CEFIC (The European Chemical Industry Council), President of Plastics Europe and a board member of VCI (Verband der Chemischen Industrie e.V.).

Status: March 2025

Committees of the Supervisory Board

Approving the Annual Report, monitoring risk management or appointing members of the Board of Management – certain topics are initially dealt with by the Supervisory Board committees. Covestro has five such committees made up of various members of the Supervisory Board. Find detailed information on each committee here below.

This comprises the Chair and Vice Chair of the Supervisory Board along with a further stockholder representative and a further employee representative. The Presidial Committee serves primarily as the mediation committee pursuant to the German Codetermination Act. lt 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 accordingly, have also been delegated to this committee.

Members

• Dr. Rainer Seele (Chairman)
• Irena Küstner
• Frank Löllgen

The Audit Committee comprises three stockholder representatives and three employee representatives. The Chair of the Audit Committee in the reporting year, Dr. Christine Bortenlänger, satisfies the statutory requirements concerning expertise in the field of accounting or auditing that at least one member of the Supervisory Board and the Audit Committee is required to possess and is independent pursuant to Section 5.4.2 of the German Corporate Governance Code. The Audit Committee meets regularly four times a year. lt monitors the accounting process and is responsible for examining the financial statements, consolidated financial statements and management reports and for discussing the quarterly and half-yearly reporting with the Board of Management 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. 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.

In addition, the Audit Committee monitors the effectiveness of the internal control system, the risk management system, the internal audit system and the compliance function.

Members

• Dr. Christine Bortenlänger (Chairman)
• Irena Küstner
• Frank Löllgen
• Kerstin Spendel
• Patrick W. Thomas

On this committee, too, there is parity of representation between stockholders and employees. lt consists of the Chair of the Supervisory Board and three other members. The Human Resources 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 task 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. Rainer Seele (Chairman)
• Dr. Christoph Gürtler
• Marc Stothfang

The Sustainability Committee was newly established in August 2021. It is comprised of four members with an equal number of shareholder and employee representatives. The Sustainability Committee advises the Supervisory Board, some committees as well as the Board of Management in particular on issues of sustainable corporate governance and the activities of the company in the areas of environment, social and good corporate governance (environment, social, governance; ESG). It accompanies and monitors respective strategies, objectives and initiatives of the Board of Management, including the environmental, social, social, ethical and circular-economy-related aspects of corporate activity along the entire value chain and makes recommendations in this regard.

The Sustainability Committee supports the Audit Committee in the preliminary review of sustainability-related statements as part of the audit of the non-financial (Group) statement or the separate non-financial (Group) report. It also advises the Human Resources Committee in preparing the setting of ESG targets for the remuneration of the Board of Management.

Members

• Dr. Christoph Gürtler
• Oliver Heinrich
• Patrick W. Thomas

This committee carries out preparatory work when an election of stockholder representatives to the Supervisory Board is to be held. It suggests suitable candidates for the Supervisory Board to propose to the Annual Stockholders’ Meeting for election. The Nominations Committee comprises the Chair of the Supervisory Board and another stockholder representative on the Presidial Committee.

Members

• Dr. Rainer Seele (Chairman)
• Patrick W. Thomas

¹ Shareholder representative
² Employee representative
³ listed
⁴ non-listed