In the year under review, the Supervisory Board diligently performed the duties incumbent on it under the law and the Articles of Association. It accompanied, 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 2025, four regular scheduled meetings of the Supervisory Board took place on 1 April, 17 June, 30 September and 2 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 provided the Supervisory Board with written and oral assessments of business developments 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. Against the backdrop of the difficult trends in the German economy, the Supervisory Board also dealt in detail with the effects of the Federal Government’s investment programme.
Deviations from corporate planning were explained in detail. Business transactions that required the approval of the Supervisory Board were approved by the latter after thorough examination and deliberation. The strategic framework for international investment decisions was also presented and actively supported by the Supervisory Board, along with the Group’s hedging, efficiency and growth initiatives. 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 1 April, 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, which likewise featured prominently in the year’s further meetings.
At its meeting on 17 June, the Supervisory Board set new targets for the proportion of women on the Supervisory Board and the Board of Management of TÜV NORD AG.
After detailed deliberations, the Supervisory Board approved the acquisition of four companies (EPI Group) by the business unit Certification at its meeting of 30 September. At this meeting, the Supervisory Board also heard a detailed explanation of the completion of the NOVA structural project and the topic of sustainability reporting.
At its meeting of 2 December, the Supervisory Board discussed the first results of the Group-wide employee survey for 2025. At this meeting, the Supervisory Board also discussed and adopted the budget for 2026.
The Supervisory Board mostly met in the presence of the Board of Management but also in its absence in those cases when it was required to deliberate on matters relating to the Board of Management.
To carry out its tasks and 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 eleven 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 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 2025 the Finance Committee held four regular meetings in advance of the scheduled Supervisory Board meetings, in which it paid particular attention to the consolidated and annual financial statement, earnings trends, risk and opportunities management, the impact of economic developments within Germany, and the EPI Group acquisition project. In its meeting of 25 November, the Finance Committee addressed the plans for the 2026 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 meeting in question.
The auditors appointed by the General Meeting of 1 April 2025, BDO AG from Essen, audited the annual financial statements of TÜV NORD AG published by the Board of Management on 31 December 2025 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 2025 reporting period were discussed at length in the meeting of the Finance Committee on 31 March 2026 and the Supervisory Board meeting of 8 April 2026. 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 were also available to the Finance Committee and the Supervisory Board for any additional information that might be required.
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.
The Supervisory Board also reviewed the proposal submitted by the Board of Management for the appropriation of net retained profit and recommended that the Annual General Meeting approve the proposal.
With effect from the end of 31 December 2025, Mr. Holger Reichenbach resigned from the Supervisory Board due to his imminent retirement. He was succeeded on 1 January 2026 by Mr. Volker Wiegelmann, a previously elected substitute member. The Chairman of the Supervisory Board paid tribute to the dedicated work of Mr. Reichenbach on the Supervisory Board and thanked him on behalf of the Board for his constructive cooperation.
There were personnel changes on the Board of Management. With effect from 1 September 2025, Ms. Inga Dransfeld-Haase took up her position as a member of the Board of Management and Labour Director. She took over the Human Resources division from Dr. Dirk Stenkamp, who had been responsible for it on an interim basis in addition to his function 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 2025.
The Supervisory Board
Thomas Rappuhn
Chairman
Hanover, April 2026