In the year under review, the Supervisory Board performed the duties incumbent on it under the law and the Articles of Association with great diligence. It followed, supported and monitored the Board of Management in its leadership of the company. The Supervisory Board is fully confident in the lawfulness, regularity and fitness for purpose of the company’s management.
The Board of Management reported regularly to the Supervisory Board, in writing and orally, promptly and in full, concerning the Group’s general situation, current business trends and corporate planning. In 2024, four regular scheduled meetings of the Supervisory Board took place on 9 April, 11 June, 24 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. In addition, an extraordinary meeting of the Supervisory Board was held on 18 September.
The Board of Management provided the Supervisory Board with written and oral assessments of the course of business and the current financial and asset status of the Group, along with its assessment of the opportunities and risks that might present themselves in the course of the year. The Supervisory Board also dealt in detail with the effects of economic trends in Germany and the priority issues of “digitalisation” and “internationalisation”.
Deviations from corporate planning were explained in detail. The transformation of the organisational structure of the business units and the positioning of the International division in accordance with the NOVA structural project were also presented and met with a supportive response on the part of the Supervisory Board. 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 of 11 June, the Supervisory Board received an in-depth report on compliance in the TÜV NORD Group from the responsible executive portfolio of TÜV NORD AG, supplemented by a special report on compliance investigations at the meeting of 24 September.
An extraordinary meeting of the Supervisory Board was held on 18 September 2024, in which the Supervisory Board discussed, among other things, several matters pertinent to the Board of Management and the results of an Extraordinary General Meeting on 2 September 2024.
At the meeting of 3 December, the Supervisory Board considered the new HORIZON2030 Group strategy as the culmination of an in-depth consultation process. At this meeting, the Supervisory Board also discussed and adopted the 2025 budget and dealt in detail with the topic of sustainability reporting.
The Supervisory Board largely met in the presence of the Board of Management but also without it when it came to deliberating on matters relating to the Board of Management.
To carry out its tasks and to prepare its deliberations and decisions, the Supervisory Board established the Executive Committee/Personnel Committee and the Finance Committee, which effectively support the work of the full Supervisory Board.
The Executive Committee/Personnel Committee held 17 meetings in the year under review; where necessary, additional telephone consultations were held. Some of the meetings were face to face; others were held as video conferences. 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 2024, the Finance Committee met four times in advance of the scheduled Supervisory Board meetings and paid particular attention to the consolidated and annual financial statement, earnings trends, risk and opportunities management, and the impact of economic developments within Germany. In its meeting of 26 November, the Finance Committee addressed the plans for the 2025 reporting period. 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 9 April 2024, BDO AG from Essen, audited the annual financial statements of TÜV NORD AG published by the Board of Management on 31 December 2024 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 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 2024 reporting period were discussed at length in the meeting of the Finance Committee on 25 March 2025 and the Supervisory Board meeting of 1 April 2025. 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. In addition, the Finance Committee and the Supervisory Board were available to provide 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.
With effect from the end of 31 December 2024, Mr. Peter Bremme and Ms. Barbara Schipp resigned from the Supervisory Board ahead of their imminent retirement. They were succeeded by Mr. Michael Aschenbach and Ms. Maren Kaltschmidt-Nagel by way of court appointment on 1 January 2025. The Chairman of the Supervisory Board paid tribute to the dedicated work of Mr. Bremme and Ms. Schipp on the Supervisory Board and thanked them on behalf of the Board for their constructive and long-standing cooperation.
In the course of changes in the Supervisory Board, Mr. Sven Schröder resigned from the Finance Committee at the end of 31 December 2024. The Supervisory Board elected Ms. Vanessa Sprengart as his successor on the Finance Committee as of 1 January 2025.
Mr. Sven Schröder was elected as a member of the Executive Committee/Personnel Committee as of 1 January 2025 to replace Mr. Peter Bremme, who is retiring.
There were personnel changes on the Board of Management. With effect from 1 December 2024, Mr. Ringo Schmelzer took up his position as a member of the Board of Management with the newly created fourth executive portfolio (COO). Mr. Jürgen Himmelsbach was reappointed Chief Financial Officer. Dr. Astrid Petersen, Chief Human Resources Officer and Labour Director, left the Board of Management in September 2024. Dr. Dirk Stenkamp was appointed as her successor as Labour Director and also took over the Human Resources portfolio until further notice in addition to his duties as Chairman of the Board of Management.
The Supervisory Board would like to thank the employees of the TÜV NORD GROUP worldwide, the company management boards, the Board of Management and the Group Executive Committee, as well as the employee representatives, for their high level of commitment and good work in 2024.
The Supervisory Board
Thomas Rappuhn
Chairman
Hanover, April 2025