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39. Total remuneration of the Board of Management and the Supervisory Board and loans

The remuneration of the Supervisory Board amounted to €2,295 thousand (2007: €2,347 thousand), including €765 thousand (2007: €782 thousand) in variable components.

The following table shows the remuneration components of the individual members of the Board of Management in 2008.

		Werner Wenning	Klaus Kühn	Wolfgang Plischke	Richard Pott	Total
		€ thousand	€ thousand	€ thousand	€ thousand	€ thousand
Base salary	2008	794	437	437	437	2,105
Base salary	2007	749	413	412	412	1,986

Fixed supplement	2008	344	336	181	181	1,042
Fixed supplement	2007	325	316	171	171	983

Remuneration in kind and other benefits	2008	61	36	38	33	168
Remuneration in kind and other benefits	2007	51	36	25	33	145

Non-performance-related remuneration	2008	1,199	809	656	651	3,315
Non-performance-related remuneration	2007	1,125	765	608	616	3,114

Short-term incentive	2008	2,105	1,305	1,044	1,044	5,498
Short-term incentive	2007	2,169	1,380	1,110	1,110	5,769
Directly effected remuneration	2008	3,304	2,114	1,700	1,695	8,813
Directly effected remuneration	2007	3,294	2,145	1,718	1,726	8,883

Fair value of newly granted stock-based compensation as of grant date	2008	352	240	191	191	974
	2007	299	203	162	162	826
Aggregate benefits (according to the German Commercial Code)	2008	3,656	2,354	1,891	1,886	9,787
	2007	3,593	2,348	1,880	1,888	9,709

The award entitlements earned in 2008 – both from the 2008 tranche and from previous years’ tranches on which the entitlements were only partially earned – are shown separately in the following table along with the changes in the value of entitlements from previous years’ tranches based on the performance of Bayer stock in 2008. The fair value of the award entitlement already earned in 2008 from the 2008 tranche is included under “Stock-based compensation entitlements earned in the respective year.” Since certain components of the award entitlements are included in both tables, the figures in the following and the preceding table should not be added together.

		Werner Wenning	Klaus Kühn	Wolfgang Plischke	Richard Pott	Total
		€ thousand	€ thousand	€ thousand	€ thousand	€ thousand
Long-term incentive (stock-based compensation entitlements earned in the respective year)	2008	569	364	267	309	1,509
	2007	1,150	699	359	631	2,839
Change in value of existing entitlements	2008	(195)	(135)	(97)	(106)	(533)
Change in value of existing entitlements	2007	890	510	101	492	1,993

The current service cost for the pension entitlements of the members of the Board of Management was as follows:

		Werner Wenning	Klaus Kühn	Wolfgang Plischke	Richard Pott	Total
		€ thousand	€ thousand	€ thousand	€ thousand	€ thousand
Current service cost for pension entitlements earned in the respective year	2008	-	505	182	197	884
	2007	-	588	187	224	999

The aggregate remuneration of the Board of Management according to IFRS does not include the fair value of newly granted stock-based compensation, but rather the stock-based compensation entitlements earned in the year under report plus the change in the value of stock-based compensation entitlements from previous years that have not yet been paid out. The current service cost for pension entitlements must also be added.

The following table summarizes the various components of the compensation of the Board of Management.

	2007	2008
	€ thousand	€ thousand
Directly effected remuneration	8,883	8,813
Long-term incentive (stock-based compensation entitlements earned in the respective year)	2,839	1,509
Change in value of existing entitlements	1,993	(533)
Current service cost for pension entitlements earned in the respective year	999	884
Aggregate benefits (according to IFRS)	14,714	10,673

Further details are provided in the Compensation Report, which forms part of the Management Report.

The pensions paid to retired members of the Board of Management and their surviving dependents amounted to €11,697 thousand (2007: €10,997 thousand). Pension provisions for members of the Board of Management amount to €107,863 thousand (2007: €115,104 thousand).

There were no loans to members of the Board of Management or the Supervisory Board outstanding as of December 31, 2008, nor any repayments of such loans during the year.

Leverkusen, February 17/24, 2009

Bayer Aktiengesellschaft

Board of Management

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