In 2020, as before, the Supervisory Board carried out the tasks incumbent upon it according to the law and the articles of association; it regularly supervised the work of the Board of Management and continuously offered advice to the Board in its management of the company.
In particular, it received regular detailed information, both verbally and in writing, concerning 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 24 March, 9 June, 22 September and 1 December, at which the Board of Management reported in detail on the current situation of the Group and the major Group companies. On 16 September, the Supervisory Board undertook a detailed examination of Strategy2025, which was presented by the members of the Board of Management and the Group Executive Committee at an all-day event held behind closed doors. Due to social distancing requirements and travel restrictions, videoconferencing systems were used at times for the execution of the meetings on all the dates. In a written decision-making procedure between 21 December and 15 January 2021, the Supervisory Board also adopted new targets for the proportion of women on the Board of Management and the Supervisory Board. This has signalled the commitment of the Supervisory Board to increasing the proportion of women in management positions in the spirit of equality and fairness of opportunity.
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 status of 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 of 24 March 2020, the Supervisory Board appointed Dr. Astrid Petersen as Chief Human Resources Officer and Labour Director with effect from 1 January 2021. Dr. Petersen thus succeeds Mr Harald Reutter, who stepped down the Board of Management as of 31 December 2020. The Supervisory Board thanks Mr Reutter for his many years of successful work as CHRO and Labour Director at TÜV NORD AG.
At the meeting of 1 December, the budget for 2021 was discussed and approved by the Supervisory Board. At this meeting, after a thoroughgoing review and period of consultation, the Supervisory Board gave its consent to the purchase of a stake in a company for which its approval was required.
The Supervisory Board largely met in the presence of the Board of Management but also deliberated in its absence 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 presidium / HR committee held four meetings in the year under review, and telephone consultations were held as required. The discussions focused primarily on the preparation of the plenary sessions and the HR and compensation decisions to be made by the Supervisory Board. Where necessary, the Supervisory Board was furnished with recommendations for decision-making.
In 2020, 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. Particular attention was also paid to business and liquidity trends under the influence of the coronavirus pandemic. In its meeting of 24 November, the Finance Committee addressed the plans for the 2021 fiscal year. Key findings were in each case reported back to the following Supervisory Board meetings.
The auditor appointed by the General Meeting of 24 March 2020, BDO AG from Essen, audited the annual financial statement of TÜV NORD AG and the consolidated financial statement, including the associated reports on the situation of the company and the Group, published by the Board of Management on 31 December 2020. 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 2020 fiscal year were discussed at length in the meeting of the Finance Committee of 16 March 2021 and the Supervisory Board meeting of 23 March 2021. 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 determinations concerning the internal control system and risk management. They also made themselves available to the Supervisory Board should the latter require additional information.
Based on its own audit of the annual and consolidated financial statements and the management reports and 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.
Dr. Elmar Legge stepped down from the Supervisory Board on 30 June 2020. The General Meeting appointed Mr Thomas Biedermann as his successor on the Supervisory Board for the remainder of Dr. Legge’s term. The Chairman of the Supervisory Board acknowledged Dr. Legge’s years of dedicated work on the Supervisory Board and thanked him on behalf of the committee for his constructive cooperation.
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 energetic commitment in 2020.
The Supervisory Board
Prof. Dr. Karl Friedrich Jakob
Chairman
Hanover, March 2021
