The Supervisory Board performed the duties incumbent upon it under the law and in accordance with the Articles of Incorporation and the Rules of Procedure with considerable care in the past financial year. We regularly advised the Board of Management on the running of the company and continuously oversaw its activities. The Supervisory Board was involved directly and at an early stage in all decisions of fundamental significance for the company.
The Board of Management reported to us regularly, promptly and comprehensively, both in writing and orally, on the current status of transactions, the business performance and the economic position, the prevailing risks, risk management as well as relevant issues concerning compliance, strategy and planning. The business transactions of significance for technotrans were discussed in the committees and the plenary meetings on the basis of the Board of Management’s reports. Deviations in the business performance from the prepared plans and targets were explained individually to the Supervisory Board and discussed at length by the Supervisory Board. The Board of Management complied fully with the reporting obligations of Section 90 of the German Stock Corporation Act as well as the German Corporate Governance Code. In my capacity as Supervisory Board Chairman, I was moreover in regular contact with the Board of Management. I was informed in a timely manner by the Chief Executive Officer of important occurrences that are of material significance for evaluating the situation, progress and management of the company.
In all, the Supervisory Board met for four regular meetings in the 2015 financial year, taking place on March 9, May 12, September 24 and December 11, 2015. The recurring subject matter of the ordinary meetings was the written and oral report of the Board of Management on the business situation of technotrans AG and the group, in particular the current revenue and earnings performance as well as the financial performance and net worth. The Supervisory Board was informed of and discussed significant business occurrences within the company, as well as its strategy and the implementation thereof, and also its approach to risk management. All members of the Supervisory Board and Board of Management were present at all meetings.
The Supervisory Board approved those transactions which require its approval in accordance with the statutory provisions and the articles of incorporation. These include decisions and measures which are of fundamental significance for the financial position and financial performance of the company.
Important topics in 2015 were:
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The economic position (revenue and earnings) of the company and its divisions, in particular the operational and strategic development of its investments and their integration,
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The annual financial statements of technotrans AG and the Consolidated Financial Statements for the 2014 financial year, as well as the resolutions on them,
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The approval of the agenda for the Annual General Meeting on May 13, 2015,
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The settlement of the target agreements of the Board of Management members for the 2014 financial year as well as the concluding of new target agreements for the 2015 financial year,
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Technology management and the product developments,
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The general acquisitions strategy and the ongoing M&A projects,
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Budgeting for the 2016 financial year, encompassing revenue, cost, earnings, investment and personnel targets, as well as rough targets for subsequent years,
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The appointment of KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, as the auditors of the annual financial statements and Consolidated Financial Statements for the 2015 financial year, on the recommendation of the Audit Committee and pursuant to the resolution of the Annual General Meeting of May 13, 2015,
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Aspects of risk management, compliance and corporate governance,
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The approval of the Declaration of Compliance pursuant to Section 161 (1) of the German Stock Corporation Act, and
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The determination of targets for the proportion of women on the Supervisory Board and Board of Management.
The members of the Supervisory Board are sufficiently independent and have sufficient time to serve as non-executive directors. In accordance with the recommendation in the German Corporate Governance Code, the Supervisory Board members of technotrans AG disclose any conflicts of interest to the Supervisory Board without delay. The Deputy Chairman of the Supervisory Board Dr Norbert Bröcker is partner in the law firm Hoffmann Liebs Fritsch & Partner. The law firm Hoffmann Liebs Fritsch & Partner provided legal advice for technotrans AG on a variety of topics in the past financial year. The Supervisory Board of technotrans AG approved the involvement of Hoffmann Liebs Fritsch & Partner as well as the consultancy fees arising. To avoid any conflicts of interest, Dr Bröcker abstained from these votes. No other potential conflicts of interest that are to be disclosed to the Supervisory Board and would need to be reported at the Annual General Meeting arose in the year under review.
Pursuant to Article 5.6 of the German Corporate Governance Code, the Supervisory Board conducted an efficiency audit by means of a formalised questionnaire. No efficiency shortcomings were identified in the last evaluation in December 2015.
To enable it to fulfil its duties more efficiently, the Supervisory Board has formed three committees.
The Nominating Committee, comprising the shareholder representatives on the Supervisory Board, has the task of proposing suitable candidates for the Supervisory Board to the Supervisory Board for its nominations for election to the Annual General Meeting. The Nominating Committee met on two occasions in the 2015 financial year. The reason for the Nominating Committee’s consultations was the preparation of the Supervisory Board elections due in May 2016, in particular in view of the fact that the term of office of the current Supervisory Board member Helmut Ruwisch ends with the close of the next Annual General Meeting and that he is not available for re-election, having reached the age limit. The Nominating Committee has therefore embarked on its search for a suitable successor at an early stage. In drawing up proposals for candidates, the Nominating Committee has considered both the qualifications of the individual candidates and also the recommendations of the German Corporate Governance Code as well as the targets defined by the Supervisory Board with regard to its composition. At its meeting in December the Supervisory Board unanimously approved the recommendation of the Nominating Committee and at the 2016 Annual General Meeting will propose Dr Wolfgang Höper for election to the Supervisory Board of technotrans AG as successor to Mr Helmut Ruwisch.
An Audit Committee has in addition been formed (members: Dieter Schäfer; Helmut Ruwisch; Heinz Harling) as well as a Committee for Board of Management Affairs (members: Heinz Harling; Dr Norbert Bröcker; Helmut Ruwisch). The latter met once and dealt in particular with drawing up the contracts and agreeing the remuneration of the members of the Board of Management. Upon the proposal of the Personnel Committee, the Supervisory Board unanimously approved a modification of the contracts for the Board of Management at its meeting in March 2015. The fixed pay of the three Board of Management members was in each case increased by ten percent with effect from July 1, 2015.
The Audit Committee met twice, in the presence of the auditors and the members of the Board of Management, and concerned itself with matters relating to the annual financial statements, the presentation of the accounts, controlling and risk management. Other aspects included fiscal matters, compliance, assuring the independence of the auditors, commissioning the auditors with the audit mandate and identifying the priority areas for the audit, and agreeing the fee. The interim reports to be published were discussed in advance by the members of this committee.
The audit reports and documents for the accounts as well as the Board of Management’s proposal on the appropriation of profit for the 2015 financial year were sent to all Supervisory Board members in good time. They were discussed intensively and in detail both by the Audit Committee at its meeting on February 26, 2016 and by the Supervisory Board at its meeting on March 7, 2016. At both meetings, the auditors of the accounts also reported in person on the key findings of their examinations and were available for additional questions and information. No material weaknesses in the internal accounting system were reported. The Chairman of the Audit Committee, too, reported at length to the Supervisory Board on the examinations of the Audit Committee. Both the annual financial statements of technotrans AG for the 2015 financial year prepared by the Board of Management in accordance with the German Commercial Code (HGB) and the Consolidated Financial Statements for the 2015 financial year, which were prepared pursuant to Section 315a of HGB on the basis of the International Financial Reporting Standards (IFRS), as well as the Combined Management Report, were examined by the auditors and were in each case granted an unqualified audit certificate.
Following the conclusion of our own examination of the annual financial statements, the Consolidated Financial Statements and the Combined Management Report, we raised no objections to the findings of the audit and at our meeting on March 7, 2016 signed off the annual financial statements and Consolidated Financial Statements prepared by the Board of Management. The annual financial statements for the 2015 financial year are thus established. Following its own examination the Supervisory Board supports the proposal of the Board of Management on the appropriation of profit.
The Supervisory Board would like to thank the Board of Management and all employees of the group for their commendable dedication. Together they showed great dedication in shaping the company’s development in the 2015 financial year. Our particular thanks are due to the employees’ representatives, who yet again cooperated constructively and openly with the company’s corporate bodies, and to the shareholders, many of who have now been involved in technotrans AG for quite a number of years.
On behalf of the Supervisory Board
Heinz Harling
Chairman of the Supervisory Board
