Covestro AG (FRA:1COV)
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Apr 30, 2026, 3:44 PM CET
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AGM 2022

Apr 21, 2022

Speaker 4

Ladies and gentlemen, as Chairman of the Supervisory Board at Covestro AG, and as a result, the chair of this meeting, I call the seventh regular annual general meeting to order. I would also like to welcome you on behalf of the Board of Management and the Supervisory Board. At today's AGM, we will be dealing with the agenda. However, at the beginning, I would like to say a few words with regard to the war in Ukraine, which is of concern to all of us. We condemn this war of aggression, and we are very much shocked by all the suffering the people in Ukraine are undergoing. We are shocked by the pictures of this war. These are tragic times and terrible developments, and we can hardly see how this conflict is going to be resolved. We all hope that this war will come to an end soon.

The Board of Management will also address this topic in their statements. Right now, however, I would like to turn to the topics of the annual general meeting. Since the corona pandemic is still ongoing, even though some of the measures have now been somewhat eased, and because the number of cases had reached record highs recently, the Board of Management, with the approval of the Supervisory Board, decided that this year's annual general meeting would once again be held as a virtual meeting without the physical presence of the shareholders or their representatives. This seventh AGM for Covestro is our third virtual AGM. As in the last two years, shareholders can vote electronically. The AGM will also be broadcast on the investor portal of Covestro, and the public can follow us for the entire length of the AGM on the Internet.

Ladies and gentlemen, so that you can base your questions on comprehensive and up-to-date information, we decided, as last year, to publish the statements from the CEO and the CFO one week before the AGM on our website. For the first time, this year we have also provided excerpts from my own speech. This year, you were able to submit your questions on the agenda ahead of time, and we will be answering these questions over the course of today's AGM. In order to allow you to comment on the agenda today, we've also given you the possibility to submit video messages, that was a first this year, as well as written statements with regard to the agenda. Until the end of the deadline, which was on the sixteenth of April at midnight, our company had not received any video messages or any written statements.

I note that no one took advantage of this possibility. Ladies and gentlemen, following my preliminary remarks, I would now like to come to the formalities of this annual general meeting, which deviate somewhat to those for a face-to-face AGM. First, I note the notice to today's virtual AGM was published in the Federal Gazette on the eighth of March 2022, including the agenda and draft resolutions from the board of management and supervisory board. This was in due time and in due form. I also note that in this publication, there was a typo with regard to the candidate for the supervisory board on agenda item six, with the indication of the place of residence for the proposed candidate, Dr. Sven Schneider.

For legal precaution, the board of management decided to publish this candidate for the supervisory board under agenda item six once again within the notice period. This was published in the Federal Gazette on March 14th, 2022. Since the notice to this AGM, in other words, since March 8th, 2022, all of the required materials and information were available on Covestro AG's website. The documents will remain there for the entire duration of today's virtual AGM. A copy of all of this required information is also in this meeting room with our notary public, Dr. Marc Hermans, whose residence is in Cologne. He will be taking the minutes of today's annual general meeting as he has done in past years. Dr. Hermans is here on the stage, and I would like to welcome him as well.

The board of management at Covestro AG is present in full here in Bonn. I would like to welcome the CEO, Dr. Markus Steilemann, Dr. Thomas Toepfer, the CFO and Labor Director, Ms. Sujata Govil, Board of Management member responsible for sales and marketing, and Dr. Klaus Schäfer, CTO. From the supervisory board, in addition to myself, we also have our deputy chair of the supervisory board, Ms. Petra Kronen, as well as Professor Rolf Nonnenmacher, who is the deputy chair of today's AGM. All of the other members of the supervisory board are participating in today's annual general meeting. If need be, they can communicate with one another and can also contact us here on the stage. This virtual participation by the supervisory board is due to the special circumstances resulting from the corona pandemic. It helps us to keep the number of contacts as low as possible.

Ladies and gentlemen, we are also going to be keeping a list of participants. This is required by law. The proxy holders as well as the shareholders they represent and their portfolios will be included. I will now give you the current figures as they now stand in the list of participants. The share capital amounting to EUR 193,200,000 is divided into 193,200,000 non-par shares. We see that 114,157,133 non-par shares are represented with the same number of votes. This corresponds to 59.09% of the share capital. We also have absentee ballot votes for 370,578 shares.

This means we have a total of 114,527,711 non-par value shares, which corresponds to 59.28% of the share capital. The list of participants is available here in this room and will be updated whenever needed. I will announce the number of shares represented once again later on. As I said at the beginning, I talked about the possibility of asking questions. Shareholders who were registered in due form and in due time were able to submit questions on the agenda via our investor portal. This was possible until the day before yesterday, Tuesday the April 19, 2022. We received a total of 124 questions from nine individuals. I'm pleased that we received such a large number of questions and individuals.

This expresses their interest in our company and in our virtual annual general meeting. All of these questions will be answered after the statements from the Board of Management and the report from the Supervisory Board. We will answer the questions per individual, and we will mention your name, provided you clearly consented to this when you submitted your questions. We will answer these questions as completely as possible, just as we would do in a face-to-face annual shareholders meeting, which is what you have become used to in our virtual AGMs in the past. It's very important to us that you, our shareholders, have all the necessary information you need in order to take a proper decision on the agenda and the proposed resolutions.

Ladies and gentlemen, our company voluntarily offers you the possibility to ask follow-up questions during the annual general meeting, and you can ask follow-up questions with regard to the answers to your questions. These will be submitted then via the investor portal. This is a possibility we are offering in order to intensify our dialogue with you during the annual general meeting. The modalities and the timeline for submitting these possible follow-up questions will be explained to you in more detail before we deal with the questions you have submitted ahead of time. Shareholders who registered in due form and due time could already vote prior to the annual general meeting, either by means of an absentee ballot or by means of authorizing and instructing the company's proxy holders.

During our virtual annual general meeting, it will also be possible to vote electronically using our investor portal, or you can also give instructions as long as the questions being answered by the Board of Management and any of the follow-up questions are being answered and before we turn to the vote. I will indicate this once again and inform you that you are being given the first possibility to vote electronically or to issue instructions. At this point, I'd like to request that you vote in a timely manner. Information on voting can be found in the notice to our AGM, and this is also available on our website. Finally, I would like to note no additions to the agenda were requested and there were no countermotions received. That suffices on formalities.

Ladies and gentlemen, before we turn to the agenda, I'd like to look back briefly at the previous year as seen by the supervisory board. We can look back to an eventful and successful year at Covestro. Fiscal 2021 showed a large number of uncertainties and the ongoing global corona pandemic, but it was characterized this year by dynamic economic recovery. Demand from customer industries that are important to Covestro increased significantly, and Covestro made good use of the resulting opportunities under the leadership of our board of management. Our group returned to a growth path and concluded a very successful 2021. At the beginning of last year, the board of management presented its new corporate strategy, Sustainable Future. The guiding principle behind this strategy and the long-term vision of our group is to go fully circular.

In order to position ourselves optimally for this, the board of management realigned the organizational structure of Covestro as of July 1, 2021. This means that we are focusing even more strongly on the requirements of the markets and the needs of our customers. In addition, in the past fiscal year, we also focused on expanding sustainable growth segments and also long-term attractive business entities. In the spring of 2021, our company was able to achieve another important milestone. In September 2020, we announced the acquisition of Resins & Functional Materials, RFM, from the Dutch company DSM. After the approval was received by the competition authorities, this was successfully concluded. The complete acquisition of RFM and integration, which is proceeding more quickly than originally thought, means that Covestro has become one of the global leading providers for sustainable coating resins.

These steps are first important steps in the transformation of our group, initiated by the board of management to make us fully circular. Decisions and measures taken by the board of management mean that Covestro was able to successfully conclude fiscal 2021. You, our shareholders, should also participate in the economic success of our company. The board of management and the supervisory board are therefore proposing a dividend of EUR 3.40. You will be resolving on this under agenda item 2. This is the highest dividend paid in Covestro AG's history, and this is based on the new dividend policy, which has been in place since last year and corresponds to a payout of 40% of net income. Our Chief Executive Officer, Dr. Markus Steilemann, and our Chief Financial Officer, Dr. Thomas Toepfer will be going into more detail on the points I've raised in their statements.

Ladies and gentlemen, that brings us now to the agenda as published in the notice. Let's begin with agenda items one and two. These relate to the financial statements and reports, as well as the proposal for the use of distributable profit. Ladies and gentlemen, I would now like to hand over to the Chief Executive Officer at Covestro AG, Dr. Markus Steilemann.

Markus Steilemann
CEO, Covestro AG

Ladies and gentlemen, shareholders, on behalf of the entire board of management of Covestro AG, I would like to warmly welcome you to our annual general meeting. We will discuss the successful 2021 fiscal year and our plans for Covestro's future in a minute. First, I would like to pause for a moment. The terrible war in Ukraine is demonstrating before our very eyes that peace and normalcy cannot be taken for granted. This war, which has been going on for nearly two months now, is a shock to us all and fills us with sadness. All of us at Covestro have the people of Ukraine in our thoughts and are committed to those impacted by the war and the refugees. This is why we've put together an aid package totaling EUR 250,000 specifically to support the UNHCR.

We're also giving our companies in Slovakia and Poland an additional EUR 40,000 to donate to local aid organizations. Our employees have also shown incredible solidarity with those impacted and are volunteering on their behalf. It's impressive to see, and we're proud of this. This terrible war poses challenges for our company and for our communities. No one knows what the long-term consequences will be or what the consequences will be for energy supply. One thing is clear, though, we must reduce our dependence on fossil raw materials, in particular, and on Russian natural gas specifically. However, a responsible decision on this question requires an objective view of the consequences for everyone. The desire behind the calls for an immediate halt to imports is understandable. However, we think it is also too short-sighted. We must also acknowledge that Germany's gas supply cannot be restructured overnight.

An immediate gas embargo would affect industries beyond the chemical industry. It also would affect all downstream sectors. This could even result in a collapse of entire production and supply chains and would endanger hundreds of thousands of jobs. Overcoming our dependence on fossil raw materials is a huge challenge. The war in Ukraine clearly shows that we must work together on new technologies because this is the only way we can end this dependence forever. We want to contribute to this effort. We want to be part of the solution. How we will be doing this is what my colleague Thomas Toepfer and I will be presenting to you today. Please rest assured that we are constantly monitoring the situation and are preparing for all possible scenarios. We're continuing to take the necessary measures to successfully steer Covestro through these uncertain times.

Ladies and gentlemen, shareholders, after these opening remarks, I would now like to turn your attention to what makes us successful today and will do so in the future. In view of the war in Ukraine and the coronavirus pandemic, these issues are blocking out other global problems, and rightly so. The other problems had not disappeared as a result. I'm talking about climate change, about increasing environmental pollution, and the scarcity of resources. These are long-term and global changes, and we must tackle them together and overcome them together. Because after all, we want to leave our children and grandchildren a livable world, a livable world for future generations. This is what we at Covestro do every day because we want to make the world a brighter place every day. This will only happen if we're part of the solution.

That's why we are gearing our company completely to the circular economy. We have made circularity our global guiding principle because the circular economy is a crucial piece of the puzzle for climate neutrality and conservation of resources and protection of the environment. This goes hand in hand with sustainable value creation. We have a clear plan, our Sustainable Future strategy. We are positioning our company optimally in an increasingly contested market, an environment driven by rapid change in our customer industries. We're meeting the growing demand for sustainable solutions and products. In doing so, we combine profitability and sustainability. At the same time, we're driving the movement toward a circular economy. Last year, we achieved the first milestones in implementing our strategy. Our focus was bringing Covestro into optimal position. We restructured our organization, which is the basis for our future success.

As part of this restructuring, we split our business into two segments. On the one hand, we have Performance Materials, and on the other hand, we've got Solutions & Specialties. We made our new business entities even more closely aligned to their markets and their specific customer requirements. Why? That in the future we can be the best partner for our customers. To do this, our new units manage all their mission-critical activities themselves. This includes sales and marketing, application technology, as well as research and development, production, too, and the purchasing of key specific raw materials. The advantages for us and our customers are clear. Covestro is becoming more efficient, more agile, and more flexible. Going forward, we'll be able to react even more quickly to market changes and to the needs of our customers. We're establishing even closer relationships with our customers.

This has again made us much more focused and more competitive. Covestro is on the right track with this new structure. The strong 2021 fiscal year provided impressive proof of this. We're ideally situated not just to defend our leadership position, but actually to pull further ahead of the competition. Covestro had a very successful year in 2021. Several times we raised our guidance and ultimately met these raised guidance targets. The global demand for our products was so tremendous that we were even sold out of many products for quite long periods of time. This is evident in our volume growth, a figure that grew by 10%, and that includes RFM sustainable coating resins business. We acquired this division last year from Royal DSM. RFM contributed six percentage points to volume growth. I have more good news, too. The integration is proceeding faster than planned.

In all activities, including coating resins, polyurethane foams, and high performance polycarbonate plastic, our products provide the right solution for what our customers need and want. Our sales underscore this as well. In 2021, we generated the highest sales in company history at EUR 15.9 billion, and it is also reflected in our EBITDA figure. At EUR 3.1 billion, we more than doubled this figure compared to the previous year. We above all have our 17,900 employees worldwide to thank for these outstanding results. Every day, they bring our We Are 1 corporate culture to life, even and especially in trying times like these. Therefore, on behalf of the entire board of management, many thanks to our dedicated Covestro employees.

Shareholders, our impressive results show that our strategy is coming to bear, and they show that we're on the right track with our systematic focus on circularity, and I'm looking forward to telling you more about this in just a minute. But first, a word from our CFO, Thomas Toepfer. He will present a deeper dive into our strong financial results in 2021 and our expectations for the current year. Now over to you, Thomas. The floor is yours.

Thomas Toepfer
CFO, Covestro AG

Yeah. Thank you very much, Marcus. Ladies and gentlemen, welcome from me, too. Welcome to our AGM. It's a great pleasure for me to be able to present you the results for our very successful fiscal year 2021. As Marcus Steilemann already said, the hallmark of last year in all regions was a strong recovery in demand, and we generated significant overall volume growth of 10%. At EUR 15.9 billion, our sales figure was the highest in our company's history. RFM, the sustainable coating resins business we acquired from DSM, contributed a total of 6 percentage points to this result. Particularly notable were the robust growth rates in Germany and in China. In these countries, volume growth totaled 19.5% and 14.3% respectively.

The strongest growth drivers in our customer industries were the electronics industry at around 9% and the auto industry with healthy growth of 10%. On the whole, demand for our products was tremendous last year. Our further growth was limited only by the available production capacity. Now, this was particularly true in the United States and in Europe. Due to strong demand for our products, we were completely sold out for a large portion of the year. This huge dynamic continued at the start of this year, and we had a successful start to the first quarter of 2022. Now against this backdrop, we maintain our focus for our forecast for the entire year despite the uncertainties and risks we have encountered, and they have risen significantly since the start of the year. We achieved an excellent EBITDA figure as well.

Compared with the prior year, we more than doubled our EBITDA to EUR 3.1 billion. The main driver here was a very high positive price delta. That means we're able to more than offset higher raw material and energy prices by passing this increase on to our customers. The Performance Materials segment made the largest contribution in this regard. The increase in volumes sold also had a positive effect totaling EUR 350 million. Now three negative effects came together in the other category. First of all, a one-time effect of around EUR 60 million in connection with the RFM acquisition. Second of all, one-time effects amounting to some EUR 40 million in the context of our transformation program. Third, provisions for bonus payments to our employees. Now these comprise the largest item at EUR 450 million.

On behalf of the entire board of management, I would once again like to thank all of our employees for their outstanding contributions in the 2021 fiscal year. After all, they are the foundation of our success, and that is why they have more than earned the right to participate in Covestro's success with the bonus totaling the above amount. We will now discuss our two business segments in detail. First, we will take a look at the Performance Materials segment. Continually high demand from our key customer industries enabled us to more than just compensate for higher raw material and energy prices. We passed this increase on to our customers. At the same time, the growth in Performance Materials was curtailed by limited product availability, as I mentioned earlier.

Nonetheless, we increased sales and EBITDA significantly over the prior year. Let us now take a closer look at our Solutions & Specialties segment. In the previous fiscal year, we increased our sales considerably in this segment. The acquisition of the RFM business contributed significantly to this development. We succeeded in integrating this business into our production activities faster than planned. Covestro therefore derived greater profit from the acquisition earlier than expected. At the same time, we were challenged by rising costs. This is particularly true for raw materials. We face sometimes significantly higher prices for these due to market developments. We've not yet been able to pass these on to customers entirely, and this is due to longer term contracts which are standard in this business. On the whole, however, our EBITDA in this segment also rose slightly.

You can see our new structure has been very successful from the start. Demand for our products remains high. We have the right solutions for our customers' needs. Thanks to the reorganization of our business, we have laid the foundation for Covestro's sustainable growth and success in the future. This is evident from our strong results. We would also like to ensure that you, our shareholders, receive a share of our company's successful results. To do so, we are implementing a new dividend policy. Now the policy stipulates a distribution rate of between 35% and 55% of our net income, and sets this rate depending on Covestro's overall financial situation. There is reason for you to be happy. Based on the very good results we achieved last year, we are proposing a dividend in the amount of EUR 3.40 per share.

Now before the announcement of the share buyback program, this corresponded to around EUR 655.57 million since the program began. Now since the program began, the figure has fallen to around EUR 651 million, but the payout ratio remains at 40% of net income. In addition to the proposed record high dividend, we are creating additional value for you. Our share buyback program of around EUR 500 million, of which we completed the first tranche of around EUR 75 million on April 6. Currently, we are not focusing on large-scale acquisitions. For this reason, we consider an investment in our own shares to be the best investment. The buyback will amount to around 5% of our current market capitalization. The program will run for two years, and we will retire the shares that we buy back.

This will reduce our capital stock and optimize our company's capital structure. At the same time, we will keep our solid investment grade rating and proportionally increase the profit and dividend per share. This program underscores our clear focus on creating value for you, our shareholders. This move also highlights our commitment to an attractive dividend. We continually work on further developing our company. This includes investments in the fundamental structure and the future of Covestro, so that we may generate organic growth profitably. As you can see, we invested a total of EUR 764 million in fiscal 2021. Of this amount, some EUR 350 million-EUR 400 million were earmarked for maintenance and safety in our worldwide production facilities. In the current year, we will continue to consistently invest in maintaining our manufacturing facilities.

We will therefore keep this figure at around EUR 400 million. In the 2022 fiscal year, we plan to invest a total of around EUR 1 billion. That is the highest level in the history of our company and significantly above the 2019 pre-pandemic amount. It also means that we will substantially increase investments in our growth. All told, in fiscal 2022, we will invest around EUR 600 million into expanding our production capacity. Now back to Markus Steilemann.

Markus Steilemann
CEO, Covestro AG

Thank you, Thomas. The strong results we generated last year once again underscore our optimal positioning for the company. Shareholders, I emphasized this at the beginning. We want to be part of the solution. We want to contribute to combating climate change and to help conserve natural resources. As a top global chemical company, we have a particular responsibility for these things. Our products are essential for everyday life today, and they are vital for key industries across the globe. Our company and our entire industry, therefore, have a direct influence on the climate footprint of many other sectors, and we accept this responsibility resolutely and steadfastly. We've already achieved quite a bit in this field. In 2005, we set a clear goal of halving our specific greenhouse gas emissions by 2025. We achieved this goal four years earlier than planned.

We already reduced our emissions by a total of 54% by fiscal 2021. This means that Covestro's growth has been climate neutral since 2005, and I'm proud of this success. This is not enough for us. We're not resting on these laurels. We're continuing to accept responsibility for other issues as well, and we want to live up to our leadership role here, and that's why we've now set new ambitious climate targets. Specifically, this means that by 2035, Covestro will be climate neutral. Now, what does this mean in detail? Well, by 2035, we want to cut our Scope 1 and Scope 2 greenhouse gas emissions, that is emissions from our own production activities and from external energy sources to net zero. On the way to meeting this ambitious goal, we plan to achieve the first major milestone in 2030.

By then, we will decrease our total emissions by 60% from the 2020 baseline. Specifically, this means that our Scope 1 and Scope 2 emissions will go from 5.6 million metric tons in 2020 to just 2.2 million metric tons 10 years later. In 2035, we aim to be climate neutral for Scope 1 and Scope 2. That means we'll cut greenhouse gas emissions to net zero at that point. Shareholders, that means that in less than 13 years, we're going to be climate neutral. To achieve this, we've developed three focused areas of action for this, creating more sustainable production processes using renewable electricity and the greatest lever for our net zero goal, renewable steam.

In total, we expect to invest between EUR 250 million and EUR 600 million by 2030 in areas such as improving energy efficiency in our production. We expect operating costs to decline by EUR 50 million-EUR 100 million per year as a result. All in all, this transformation, as it stands today, will be achieved at a comparatively low cost. At the same time, we anticipate annual operating costs to increase probably in the low triple-digit million euro range. As you can see, there are a number of measures in different areas. Let's look at those. The first strategic action area is increasing the sustainability of our production processes. We're implementing site-specific measures to accomplish this around the world. These tailored solutions are increasing energy efficiency at all of our sites. For example, we are reducing nitrous oxide emissions using special catalysts.

These are already being used at some sites such as Shanghai in China and in Baytown, Texas in the U.S. Our AdiP technology, which is also used to produce polyurethanes. This is successfully being used in our pilot plant in Brunsbüttel near Hamburg, Germany. The result is that our energy consumption there is declining quite considerably. Ultimately, we're relying on various technologies to reduce the amount of energy used in our production processes, and this includes the opportunities provided by digitization. In this way, we can more effectively manage our production activities and optimize our processes. For instance, with computer-assisted simulation. The interplay of all of these measures will significantly improve the energy of our plants altogether. The second action area is renewable electricity. As you know, for many years, Covestro is working here to become future-proof and sustainable. This means that we've...

We are continually expanding our sustainable energy mix, and our goal is to completely switch over our production processes to renewable energy. To achieve this, we have again been implementing site-specific solutions, and these take into account the on-site conditions. As an example, we have the groundbreaking contract with energy provider Ørsted. From 2025 onward, Ørsted will provide 10% of the energy required for our production activities in Germany, which will come from new offshore wind farms in the North Sea. Our contract with ENGIE in Belgium is an example. At the Antwerp site, we're already covering 45% of our electricity requirements with power from onshore wind farms. Let's look to China. In Shanghai, we are using solar energy. This covers around 1/10 of the electricity we require at that site.

As you can see, we are working with tailored solutions that are ideal for specific sites and thus to systematically switch our production processes over to renewable energy. The third action area is our supply of renewable steam. Steam is an important source of energy for the chemicals industry. This transition is all the more important. We're switching from fossil to renewable sources. What are the technological options that we have in this context that we're exploring? Well, first, the use of bio-based gas. In other words, gas that's not acquired from gas or oil fields. Secondly, the electrification of steam generation using renewable electricity. A smaller scale version is your electric kettle at home. You're familiar with that. Then third, the use, of course, of synthetic renewable natural gas.

This is produced artificially, and one possible way to use it is with CO2 and renewable hydrogen. There are other opportunities too. Green hydrogen can be used as an alternative to natural gas, and ammonia is also being discussed as an alternative fuel. Our goal, though, is always to make sustainable progress on our path toward climate neutrality. All of this, from today's point of view, will lead us to our target so that by 2035 we will be climate neutral for Scope 1 and Scope 2 emissions. We are not resting on our laurels here, and let me emphasize once again here that we want to be proactive and we want to remain pace setters on the path to a climate neutral future. That's why we continue to focus on the circularity of our products.

We've already reached important milestones in this regard. Some of our products are already available in a climate neutral version. For example, MDI. This is a precursor for insulation of buildings and refrigeration systems that's highly effective. Recently, we began offering a climate neutral version of this product, and the same is true of our renewable TDI, our building block for flexible polyurethane foam. This is used in mattresses, upholstered furniture, and car seats, for example. Since 2021, we have been offering our polycarbonate in a climate neutral form. This plastic is used in electric vehicles, for example. These are products that are made from alternative raw materials using renewable energy. Our long-range plan is to offer all of our products in climate neutral versions, and this will enable us to serve as attractive high growth markets.

At the same time, we will help our customers shrink their carbon footprints even more. As you can see, our next big step is reducing greenhouse gas emissions throughout the entire value chain, that is Scope 3. For this, we're already working full steam ahead on a plan for 2023 that is going to be published in that year for our Scope 3 emissions. Climate neutrality is closely linked at Covestro to becoming fully circular because climate neutral circular products are the products of the future. These products are used in key areas of importance for the future. One example is climate friendly construction, electric vehicles, and renewable energy. In a nutshell, without Covestro, there is no sustainability. Ladies and gentlemen, now we've come to the end of our presentation, and allow me therefore to summarize the most important points here.

2021 was a strong year for Covestro. We generated outstanding results, and we showed that our new structure ideally positions the company for a successful future. The strong demand for our products shows that we have the right solutions for our customers' needs. We serve attractive high growth markets with our sustainable solutions. For this reason, we expect earnings to be high again this year. We accept responsibility, and we're committed to a climate neutral future. To this end, we have set ourselves an ambitious goal. We will be climate neutral by 2035. This is another huge step toward becoming fully circular, our vision for Covestro. Let's work together toward this vision and combine profitable growth and sustainability and make our world a brighter place. Thank you for your attention.

Speaker 4

Ladies and gentlemen, on behalf of the Supervisory Board, and I'm sure also on behalf of you too as our shareholders, I would like to say a big thank you to the Board of Management and all of our employees of the company to express our appreciation for the commitment they have shown and the performance they have delivered over the past year, especially given the ongoing challenges in the form of the coronavirus pandemic and also the far-reaching changes and organizational realignments of our company. Now, the Board and employees have taken material decisions as well as implementing and supporting measures geared towards realigning our company to ensure it will be on a solid footing for the future, fit to tackle the current geopolitical and economic challenges that we are facing.

Thomas Toepfer
CFO, Covestro AG

Ladies and gentlemen, before I speak about the supervisory board report, I would like to point out that more detailed information regarding all current supervisory board members and their specific skill sets and areas of expertise, as well as any other supervisory board roles they have at other companies, can be found on the Covestro websites and also in the current annual report. As you will have seen in the invitation to today's AGM, supervisory board member and chair of the audit committee, Professor Rolf Nonnenmacher, has decided to step down from his role with effect from the end of today's AGM for personal reasons. As such, we need to elect a new supervisory board member at today's AGM. Before we get to this, however, I would like to say a few words about Professor Nonnenmacher.

Now, Mr. Nonnenmacher has been at Covestro since the company's conception, long before it had a 12-member Supervisory Board.

[Foreign language]Mit dem bestimmten Aufsichtsrat verfügte. Er hat den Aufsichtsrat dabei extrem unterstützt, um das Unter-[/Foreign language]

He's provided substantial support to the supervisory board in ensuring the company and its supervisory board remain on the right track. On behalf of the supervisory board, I would therefore like to say a big thank you to Professor Nonnenmacher for his many years of outstanding work on the supervisory board and on the audit committee. Thank you, too, for his cooperation and for the countless valuable discussions that we have had, as well as for his tireless commitment to our company. Upon recommendation by the nominations committee, the supervisory board proposes that Dr. Sven Schneider be elected to succeed Mr. Nonnenmacher. Dr. Schneider has a Ph.D. in business studies and is also the CFO of Infineon Technologies AG.

Er bringt weitreichende fachliche Wissensschwerpunkte.

He possesses a wide range of skills and expertise in various fields, including experience as a CFO, and would thus optimally matches the skills profile required for our Supervisory Board. However, we would now like Dr. Schneider to say a few words himself and introduce himself in a short video that he sent to us.

Sven Schneider
CFO, Infineon Technologies AG

Sehr geehrte Aktionärinnen und Aktionäre. Shareholders. My name is Sven Schneider. I am up for election to the Supervisory Board at today's AGM. I'm delighted to be able to briefly introduce myself today, even if it is only virtually. I am married and live with my family close to Munich. I have a PhD in business studies as well.

It would be an honor and a pleasure for me to contribute my experience and knowledge to the supervisory board of Covestro AG and to assist the company in continuing to successfully implement its new strategy. Now, Covestro has a clear vision. It's got a solid position and has also set itself ambitious targets. Covestro is committed to sustainable, profitable growth by pursuing a circular climate neutral business, and I would like to play an active role in helping Covestro implement this strategy. I have more than 25 years of experience in the field of finance in industrial companies active on a global level. I have had management functions as a CFO and I've been working at Infineon Technologies AG as the CFO for three years.

It's always been very important to me to participate in development and transformation on the one side, but also to focus on sustainable profitability and value added and to try and align these different goals. This is something that I would also like to assist Covestro with as the company gears itself towards circularity. Shareholders, I would be delighted if you would place your trust in me for this task, and I would like to say thank you very much for your attention.

Thomas Toepfer
CFO, Covestro AG

Liebe Aktionärinnen und Aktionäre.

Shareholders, we would be delighted if you would consent to the appointment of Dr. Sven Schneider to the Supervisory Board. We are firmly convinced that Mr. Sven Schneider is an outstanding candidate for our Supervisory Board and are very pleased that Mr. Sven Schneider intends to stand for the position of Chairman of the Audit Committee. Please note again that more detailed information about our candidate, Dr. Sven Schneider, can be found in the invitation to today's AGM. This invitation is available in the Federal Gazette and also on our website. Here you will also see that the proposed term for Mr. Sven Schneider is four years rather than the maximum period of five years that is permitted by law. This is designed to satisfy the expectations of institutional investors in particular, and also to reflect our efforts to comply with the requirements of modern corporate governance.

Moreover, I would like to emphasize that Dr. Schneider is independent within the meaning of recommendation C.6 of the current version of the German Corporate Governance Code. In particular, the Supervisory Board is of the view that there are no personal or commercial ties between Dr. Schneider and the companies within the Covestro Group or major shareholders that contributed to the selection of Dr. Schneider to be proposed for the position to which he is to be elected today. Ladies and gentlemen, there will be further changes to the Supervisory Board as well. As of the end of today's Annual General Meeting, the terms of all of the employee representatives on the Supervisory Board will come to an end. Elections for the new members took place on the 17th of March 2022. At these elections the following individuals were re-elected to the Supervisory Board.

Our current Deputy Chair of the Supervisory Board, Ms. Petra Kronen, Ms. Irena Küstner, Ms. Petra Reinbold-Knape, and Mr. Marc Stothfang, who will thus also be represented in our new body. I would once again like to take the opportunity today to congratulate them on their re-election. Now, Dr. Ulrich Liman and Frank Werth did not stand for re-election and will therefore leave the Supervisory Board taking effect as at the end of today's annual general meeting. Dr. Liman is the representative for management staff and has been a member of the Supervisory Board since 2018. Now, thanks to his experience in international management, his expertise in the field of innovation and his knowledge of the sector in which we operate, he is held in high regard by the Supervisory Board. Now that he is approaching retirement, he has opted not to stand for re-election.

Now, on behalf of the Supervisory Board, I would also like to take this opportunity to again say thank you very much to Mr. Liman. Thank you for his many years of work on the Supervisory Board on both the HR and Sustainability Committees. Thank you for his excellent cooperation, and thank you for the countless valuable discussions that we have had, and we also wish him the very best for the future. Frank Werth has been a member of the Supervisory Board since 2016. As an IG BCE representative responsible for the Leverkusen district to which Covestro belongs, he was the obvious choice as a point of contact for Covestro at the IG BCE.

Due to a change in his capacity at the IG BCE, he has switched responsibility to the Dortmund-Hagen district and will, with a heavy heart, as he expressed to me, he will not be standing for re-election to the supervisory board. I would also like to say a big thank you to Mr. Werth on behalf of the entire supervisory board for his many years of service and excellent cooperation and for the many fruitful discussions that we have had. To you as well, Mr. Werth, all the best for your future. Now, Dr. Christoph Gürtler and Frank Löllgen have been newly elected to the supervisory board as employee representatives. Dr. Gürtler will join the supervisory board as a representative of the company's management staff. He has been at our company for a number of years in various capacities related to research and development.

He currently works in group innovation and in parallel with his professional career, he has been a long-standing member of the Spokespersons Committee, of which he recently became the chair. Frank Löllgen will be joining the Supervisory Board as the IG BCE representative. He has his roots in the chemical industry, where he worked after having trained as a chemical laboratory technician. He then continued his career at the IG BCE and is currently the regional district head for Nordrhein. I look forward to working with both of these gentlemen on the Supervisory Board. Ladies and gentlemen, this brings me to the report of the Supervisory Board. You can find the report on pages 25 to 32 of the annual report to which I explicitly refer you. Because the Supervisory Board report is very thorough, I will keep my remarks today fairly brief.

As I said earlier, the previous fiscal year was characterized by a dynamic economic rebound despite the continuation of the global coronavirus pandemic. Moreover, the company's management capitalized on the opportunities that this presented. The Board of Management also introduced some fundamental changes which include, as I mentioned earlier, the new Sustainable Future strategy, the transformation and organizational realignment of the group, and the successful integration of the RFM business that we acquired. The Supervisory Board worked very closely with the Board of Management on all of these decisions and thus played an active role in helping to secure the future of Covestro. With the full alignment of the group towards the circular economy, Covestro is tackling the issue of sustainability head on, including the growing and increasingly more complex societal, political, and regulatory requirements that now apply to companies.

On the Supervisory Board, too, we have set up a sustainability committee in order to live up to what is required of us when it comes to sustainability. The Supervisory Board engaged in regular dialogue with the Board of Management as the management team set out the course for the future, and we are convinced of the merit of the measures that have been taken. Now, during the previous fiscal year, we continuously supervised the Board of Management and assisted them in an advisory capacity. This took place primarily during the seven Supervisory Board meetings in which all members participated. One Supervisory Board member was unable to participate in one meeting, while another member was unable to participate in two meetings as she was prevented from doing so due to personal reasons.

However, both members were briefed prior to the meetings that they were unable to attend, and as a result, all resolutions were given the full blessing of both members after they had been fully informed of what these resolutions encompassed. Another Supervisory Board member was unable to take part in any of the meetings during the second half of the year due to illness. The focal points of last year's Supervisory Board meetings in fiscal 2021 were the two key topics, which were the transformation of the group and the acquisition and integration of the RFM business. These issues were discussed at all of the Supervisory Board meetings in which the Board of Management participated in 2021..

The Board of Management reported to us in great detail on these topics and kept us informed on the progress made and any challenges faced. We also discussed the underlying assumptions for the measures taken by the Board. In the first meeting of the fiscal year back in February, we dealt with the annual and group financial statements for the fiscal year 2020, the proposal for the use of distributable profit and the amended dividend policy, which has since been increasingly linked to the company's earnings. Other key points at these meetings were the audit report and the overall report provided by the auditor of the annual financial statements. At this meeting in February, we also discussed risk reporting and our compliance management system.

Furthermore, the Supervisory Board addressed the results of its effectiveness and efficiency test in the form of a self-assessment, and looked at the initial preliminary results from interviews that were conducted by an external coach in preparation for the Supervisory Board workshop that was held in August 2021. During this meeting, the Supervisory Board also consented to holding a virtual annual general meeting on the April 16th, 2021 in light of the coronavirus pandemic, and we focused on the agenda and draft proposals for the AGM. This included the election of a shareholder representative in the form of Ms. Lise Kingo, who was voted onto the Supervisory Board at the annual general meeting in 2021 as successor to Ferdinando Falco Beccalli. We also discussed various remuneration-related topics at this February meeting.

At the supervisory board meeting on the April 16th, the main topic was the virtual AGM, which was taking place on the same day. At the meeting in June, we spoke at length about the group's new organizational and reporting structure, which was set to enter into force as of the July 1st. Another key topic was the integration of the RFM business, which at that point had just begun following the successful acquisition. At this meeting, we also looked at diversity at Covestro, a topic which relates to corporate culture and HR planning. In August, we had a short supervisory board meeting as part of the two-day supervisory board workshop. At this meeting, we agreed to set up the Sustainability Committee.

This newly founded committee advises the supervisory board and the board of management on topics such as a sustainable corporate governance and the company's ESG activities, so for environmental, social, and governance matters. We appointed Lise Kingo to be head of this committee. Her years of experience in this field made her an outstanding candidate for this role. I will shortly speak about what the two-day supervisory board workshop involved. At the supervisory board meeting in October, the main topic was the company's strategy, most notably the implementation of the new Sustainable Future strategy announced by the board of management in February, and the measures that this strategy involves. The day before the meeting, the supervisory board and the board of management held a strategy workshop at which we spoke at length about various topics relevant to Covestro, including climate neutrality, recycling, circularity, customer centricity, and digitalization.

During this meeting, we also dealt with a proposal for extending the contract of Ms. Sucheta Govil as the CCO on the board of management. In December, there were two supervisory board meetings. At the first meeting on the seventh of December, we dealt with remuneration related matters. This included a review of the fixed compensation components for the members of the board of management, the resolution on the periodic amendment to the board of management short-term variable compensation system, and the review of the supervisory board remuneration system. A regular and key topic of this meeting was the company planning and financial planning framework proposed by the board of management for the fiscal year 2020. We discussed this on the supervisory board and approved it accordingly.

At the second December meeting, which took place on the twentieth of December, we nominated Dr. Sven Schneider to succeed Professor Rolf Nonnenmacher on the Supervisory Board. We decided that he would be up for election at today's AGM. I spoke about this matter earlier on. Between the Supervisory Board meetings, I remained in regular dialogue with the Chairman of the Board of Management, most notably on strategic and planning matters, as well as on the company's performance and any major impending decisions.

Despite the challenges presented by the coronavirus pandemic and related restrictions on in-person events and travel, the members of the Supervisory Board again took part in training courses to further their personal development during fiscal 2021. The main example of this was the aforementioned full-day strategy workshop that took place in October in connection with the strategy, with the strategy meeting of the Supervisory Board. I also mentioned earlier the two-day Supervisory Board workshop which took place in August. At this workshop, which was provided by an external company, we looked at the specific roles, tasks, challenges, and experiences of the Supervisory Board and its committees. This, including addressing what we expect of ourselves as a Supervisory Board against the backdrop of a changing regulatory environment and the increasing level of expectation, a number of requirements placed on Supervisory Board members.

This workshop also served as a team-building exercise for the Supervisory Board. It included one-to-one interviews with the members prior to the workshop, as well as a structured feedback process. I would now like to speak about the work of the Supervisory Board committees. The work of the Supervisory Board is prepared and continued in the committees. During the fiscal year, the Audit Committee convened five times, the HR Committee four times, the Nomination Committee once, and the newly founded Sustainability Committee twice. All members were present at each of the committee meetings, with the exception of the Supervisory Board member who was ill during the second half of the year. Moreover, several Supervisory Board members attended committee meetings in a guest capacity. This was primarily the case for the newly founded Sustainability Committee, which explicitly opened its meetings to guests from the Supervisory Board.

The Audit Committee supervised the accounting process and the effectiveness of the internal control and risk management systems. It was given regular consultations on the evolution of the compliance management system, as well as other topics which included risk assessments. The committee remained in regular dialogue with the auditor of the annual financial statements regarding auditing risks and the focal points for the audit of the financial statements, most notably in connection with the reporting of the newly acquired RFM business and the new reporting structures arising from the internal reorganization of Covestro. Key topics dealt with by the Audit Committee included the IT security strategy, changes resulting from the law for strengthening financial integrity, and the implementation of the requirements arising from the EU Taxonomy Regulation.

The matters addressed by the HR committee included the achievement of the goals set by the members of the board of management and the reappointment and contract extension for Ms. Sucheta Govil, our CCO. Other important topics included the modified remuneration system for the board of management, which comprised establishing a sustainability component for short-term objectives and the Diversity at Covestro initiative. An important topic for the nominations committee during 2021 was preparing the election of a successor to Professor Rolf Nonnenmacher based on the supervisory board skills profile and diversity concept. The newly founded sustainability committee initially dealt with setting out its objectives and responsibilities, as well as establishing how it would cooperate with the other bodies. Now, the key topics it focused on included new developments and trends relating to sustainability, opportunities for CO2 offsetting in the industry, and Covestro's Climate Action program.

There was also regular dialogue between the chair of the audit committee, Professor Rolf Nonnenmacher, and our CFO, Dr. Thomas Toepfer, in order to discuss the risk and compliance management system and the accounting process at Covestro. The audit committee and the supervisory board discussed at length the financial statements and the combined management report, both of which received full approval. The audit reports provided by the auditor of the annual financial statements were also discussed at length. We declare our approval of the annual reports and financial statements and our support for the development of the company going forward. As in the past, I am convinced that the supervisory board and board of management have continued to enjoy close and transparent cooperation underpinned by the principles of good corporate governance.

Ladies and gentlemen, this brings me to the end of the supervisory board report.

Speaker 4

At this point, I would like to briefly refer to the compensation report and the compensation system for the Board of Management and the Supervisory Board. You will be voting on this later on under agenda items seven, eight, and nine . The law for the implementation of shareholders' rights entered into force on January 1st, 2020, which means that every year the Board of Management and Supervisory Board have to draw up a compensation report which must meet certain requirements. The independent auditors have to make sure that the compensation report includes all of the necessary information and has to issue an opinion. The audited compensation report is then presented to the Annual Shareholders' Meeting for approval. The compensation report drawn up by the Board of Management and Supervisory Board for fiscal 2021 can be found together with the auditor's opinion from the independent auditors, KPMG.

This is found in the notice to the AGM, as well as in our annual report. I would like to mention that Covestro commissioned the independent auditor to go beyond the legal requirements, and to review the contents of the compensation report for fiscal 2021. This can also be found in the auditor's opinion. The board of management and the supervisory board propose that in accordance with Section 162 of the Stock Corporation Act, that the audited compensation report be approved for fiscal 2021. In agenda item 8, we'll be talking about the compensation system for the board of management. The Stock Corporation Act provides that listed companies need to review this at the annual shareholders meeting every year or for every essential change with regard to the compensation report presented by the supervisory board for the board of management's compensation.

This was approved for the last time on the April 16th, 2021. The Supervisory Board has decided that the system approved in 2021 with regard to the compensation for the Board of Management would be changed in certain points as of the January 1st, 2022. In other words, the performance criteria for short-term variable compensation for 2022 to 2024 will be adapted to Covestro's new strategy. For this purpose, a new sustainability component will be added. The amended compensation system for the members of the Board of Management will need to be presented once again this year for approval to the Annual General Meeting. This is found in our notice to this AGM.

Based on the recommendation from the Human Resources Committee, the Supervisory Board proposes that the compensation system which went into effect as of January 1st, 2022 for the Board of Management members should be approved. Agenda item nine is the resolution on compensation for members of the Supervisory Board. Since ARUG II, the Shareholder Rights Directive says that listed companies also have to resolve on the compensation of the Supervisory Board at least every four years. Section 12 of the articles of incorporation deals with the compensation for the Supervisory Board members is something that was confirmed by the AGM on April 16th, 2021. According to Section 12 of the articles of incorporation, members of the Supervisory Board received fixed compensation, an attendance fee, and expenses.

The amount of fixed compensation for members of the Supervisory Board is based on their functions and their responsibilities in the Supervisory Board and its committees. The currently valid articles of incorporation, as well as the rules of procedure for the Supervisory Board, which deal with the composition of the Supervisory Board's committees, can be found on our website. At irregular intervals, the Supervisory Board reviews the appropriateness of the structure and the amount of its compensation. Compensation for the Supervisory Board members has not been changed since Covestro AG was set up in 2015. In other words, it has not changed for about six and a half years now. It was not adapted when Covestro AG entered the MDAX at the end of 2015, nor was it adapted when it was included in the DAX in 2018.

With support of an independent external consulting company, a review in 2021 showed that the compensation structure and amount is no longer in line with market practices and the requirements of the Supervisory Board members. In addition to international market and business environment, we see that the regulatory terms and conditions have changed as well. This has led to an increase in requirements and expectations on Supervisory Board members. It's also led to an increased responsibility for Supervisory Board members. This applies in particular to the requirements on the Audit Committee. As we know, last year, the law to reinforce financial market integrity entered into force. So not only do we have increased requirements when it comes to the qualification of members of the Audit Committee, but it also expands their responsibilities and the work involved.

In addition to the requirements placed on the Supervisory Board have increased when it comes to sustainability. Due to the significance of sustainability for Covestro, in 2021, as we already mentioned, the Supervisory Board set up a sustainability committee. Here we also have to pay appropriate compensation. That is why the proposed adjustment of compensation for Supervisory Board members not only includes an increase of 20% for the basic compensation, but also a structural adaptation of the relationship for individual functions of the Supervisory Board members. The proposed amendments also take into account the requirements of the German Corporate Governance Code, and are in a reasonable relationship to compensation systems and amounts for companies in the peer group. In this case, this was large, listed companies, in particular DAX 40 companies, excluding financial services companies.

The adjusted compensation and the system underlying this compensation can be found in the notice to the AGM, where further details are given. The Board of Management and the Supervisory Board propose that the amendment to the articles of incorporation be approved in order to adjust compensation for the Supervisory Board members.

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