In 2019, the Supervisory Board carried out the tasks incumbent upon it according to the law and the articles of association; it regularly supervised the management work of the Board of Management and continuously offered advice to the Board in its management of the company. In particular, it was regularly kept informed, both verbally and in writing, of the position of the Group and the business trends within it. In the year under review, four regular meetings of the Supervisory Board took place on 9 April, 4 June, 25 September and 3 December, at which the Board of Management reported in detail on the current situation of the Group and the major Group companies. The Board of Management also delivered assessments of the opportunities and risks that might present themselves in the further course of the year and the current financial and asset situation of the Group. In this way, the Supervisory Board was kept abreast of corporate policy intentions, corporate planning and ongoing business transactions. Outside the meetings, the Chairman of the Supervisory Board was also kept regularly informed by the Chairman of the Board of Management of current issues.
At the meeting of 4 June, after a thoroughgoing review and period of consultation, the Supervisory Board gave its consent to the purchase of a stake in two companies for which its approval was required. At the meeting of 3 December, the budget for 2020 was discussed and approved. At the same meeting the Supervisory Board acknowledged the results of the review looking at the appropriateness of the remuneration paid to Board members and adopted resolutions for the further development of Board member remuneration. The Supervisory Board largely met in the presence of the Board of Management but deliberated in the absence of the Board of Management on matters such as Board member remuneration and other board-related issues.
In order to carry out its tasks and prepare its deliberations and decisions, the Supervisory Board set up two committees which effectively support the work of the plenum.
The executive committee / the personnel committee held eleven meetings and a teleconference during the year under review. The discussions focused primarily on the preparation of the plenary sessions and of the personnel and remuneration decisions to be made by the Supervisory Board. Where necessary, the Supervisory Board was furnished with recommendations for decision-making.
In 2019, the Finance Committee met four times in advance of the Supervisory Board meetings and paid particular attention to the annual financial statement, earnings trends, risk and opportunities management and interest rate trends, particularly in respect of pension obligations. In its meeting of 26 November, the Finance Committee addressed the plans for the 2020 fiscal year. Key findings were in each case reported back to the following Supervisory Board meetings.
The auditors appointed by the General Meeting of 9 April 2019, BDO AG from Essen, audited the annual financial statements of TÜV NORD AG published by the Board of Management on 31 December 2019 and the consolidated financial statements, including the associated reports on the situation of the company and the Group. The auditors issued an audit opinion that was free of any reservations. The auditors noted that the Board of Management had established an appropriate information and monitoring system whose design and management rendered it suitable for anticipating developments that might pose a risk to the continued existence of the company.
The financial statement documents and the audit reports for the 2019 fiscal year were discussed at length in the meeting of the Finance Committee on 17 March 2020 and the Supervisory Board meeting of 24 March 2020. The Board of Management and the auditors were present at the deliberations on the annual and consolidated financial statements. The auditors reported on the main results of their audit and their findings concerning the internal control system and risk management. They also made themselves available to the Supervisory Board should the latter require additional information.
On the basis of its own audit of the annual and consolidated financial statements and the management reports and on the basis of the report and the recommendation of the Finance Committee, the Supervisory Board felt able to concur with the auditors’ conclusions. No objections were raised. The Supervisory Board approved both the annual and the consolidated financial statements.
At the end of the meeting of 3 December, Dr. Jürgen-Johann Rupp left the Supervisory Board. In an extraordinary General Meeting held on the same day, Mr. Reinhold Rüther was appointed to the Supervisory Board as the successor to Dr. Rupp for the remainder of the latter’s term. The Chairman of the Supervisory Board acknowledged Dr. Rupp’s years of dedicated work on the Supervisory Board and thanked him on behalf of the committee for his greatly appreciated cooperation.
The Board of Management remains unchanged. Mr. Jürgen Himmelsbach was once again appointed as Chief Financial Officer for the period ending 31 August 2025.
The Supervisory Board would like to thank all the Group company employees worldwide, the company’s managers, the Board of Management, the Group Executive Committee and the employee representatives for their dedicated and successful work in 2019.
The Supervisory Board
Prof. Dr. Karl Friedrich Jakob
Chairman
Hanover, March 2020
