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Report of the Supervisory Board

 

In 2021 reporting period, the Supervisory Board carried out the tasks incumbent upon it according to the law and the articles of association. It closely followed and supported the Board of Management in its leadership of the company, carefully monitoring its activities and offering advice. The Supervisory Board is fully confident in the lawfulness, regularity and fitness for purpose of the company’s management.

Due to social distancing requirements and travel restrictions, videoconferencing systems were used in part for the execution of all the meetings of the Supervisory Board and its committees. Face-to-face sessions were held under strict hygiene and social distancing conditions.

The Supervisory Board ensured that it was regularly kept informed, both verbally and in writing, of the position of the Group and the business trends within it. In 2021, four regular scheduled meetings of the Supervisory Board took place on 23 March, 15 June, 21 September and 7 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 as the year goes on and of the current financial and asset status of the Group. As in the previous year, very close attention was paid to the effects of the pandemic on the Group. In this way, the Supervisory Board was kept abreast of corporate policy intentions, corporate planning and ongoing business transactions. Particular attention was paid to economic development under the influence of the coronavirus pandemic. Outside the meetings, the Chairman of the Supervisory Board was also kept regularly informed of current issues by the Chairman of the Board of Management.

At its meeting on 23 March, the Supervisory Board approved a real estate acquisition in the immediate vicinity of the company premises in Hamburg.

An update on the implementation of the strategy was presented at the September meeting. This meeting was held in the new central building on the Essen campus “Am Technologiepark”, which had been occupied a few days earlier. At this meeting, the Supervisory Board also gave its consent to the construction of a new building at the Dortmund site, combined with the merger of the former Hagen and Dortmund sites.

At the meeting of 7 December, the budget for 2022 was discussed and approved by the Supervisory Board. The beginning of 2022 also saw two extraordinary meetings of the Supervisory Board (on 5 and 18 January), at which a major project of the subsidiary DMT GmbH & Co. KG was discussed with consent being duly granted at the meeting of 18 January.

The Board of Management was present at the meetings of the Supervisory Board, recusing itself only for deliberations on the subject of Board remuneration and other Board-related matters.

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 presidium / HR committee held three meetings in the year under review, and additional telephone consultations were held as required. The discussions focused primarily on the preparation of the plenary sessions and of the HR and remuneration decisions to be made by the Supervisory Board. Where necessary, the Supervisory Board was furnished with recommendations for decision-making.

In 2021, 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. Due to the ongoing pandemic, the impact of coronavirus on business and liquidity trends was also closely monitored. In its meeting of 30 November, the Finance Committee addressed the plans for the 2022 fiscal year. At each Supervisory Board meeting, the Chairman of the Finance Committee reported on the important findings from the deliberations of the Finance Committee leading up to the meetings.

The auditors appointed by the General Meeting of 23 March 2021, BDO AG from Essen, audited the annual financial statements of the TÜV NORD AG and the consolidated financial statements, including the associated reports on the situation of the company and the Group, published by the Board of Management on 31 December 2021. 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 operation 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 2021 fiscal year were discussed at length in the meeting of the Finance Committee on 22 March 2022 and the Supervisory Board meeting of 29 March 2022. 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 based on 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.

Mr. Reinhold Rüther stepped down from the Supervisory Board on 30 June 2021. The General Meeting appointed Mr. Fabian Fechner as Mr. Rüther’s successor on the Supervisory Board for the remainder of the latter’s term. Ms. Elisabeth Terodde stepped down from the Supervisory Board on 31 August 2021. She was succeeded by Ms. Svenja Schroerschwarz as an elected substitute member. The Chairman of the Supervisory Board acknowledged Ms. Terodde’s and Mr. Rüther’s dedicated work on the Supervisory Board and thanked them on behalf of the committee for their constructive cooperation.

At the end of 30 June 2021, Prof. Karl Friedrich Jakob resigned as Chairman of the Supervisory Board. He will continue to be a full member of the Board. The Supervisory Board appointed Mr. Thomas Biedermann as the new chair.

In connection with the abovementioned changes in the Supervisory Board, there were also two changes in the Finance Committee: Ms. Tuesday Porter and Mr. Fabian Fechner were elected as new members of the Finance Committee at the September meeting of the Supervisory Board, succeeding Ms. Terodde and Mr. Biedermann.

At the beginning of 2021, Labour Director Dr. Astrid Petersen assumed responsibility for Human Resources in the Board of Management. The Supervisory Board resolved on the reappointment of Dr. Dirk Stenkamp as Chairman of the Board of Management until 31 December 2027.

The Supervisory Board would like to thank all the Group’s employees worldwide, the company management boards, the Board of Management, the Group Executive Committee and the employee representations for their contribution and their successful and energetic commitment in 2021, a year in which the pandemic once again posed some major challenges.

 

The Supervisory Board

Thomas Biedermann
Chairman

Hanover, March 2022