Report of the Supervisory Board
The Supervisory Board of ALTANA AG closely followed the work of the Management Board again in 2016. The Supervisory Board dealt in depth with the situation and development of the company as well as with various special issues. The Supervisory Board was regularly informed by the Management Board through oral reports in meetings, supplemented by documents on the respective agenda items, as well as through regular written reports. In addition, between Supervisory Board meetings, the Chairman of the Management Board informed the Chairman of the Supervisory Board about significant developments and events, and discussed pending or planned decisions with him. The Supervisory Board was involved in all major company decisions.
Meetings of the Supervisory Board
In the 2016 fiscal year, the Supervisory Board held four regular meetings. At the meetings, the economic situation and the development perspectives of the ALTANA Group, as well as important business events, were discussed and deliberated on in detail. The Management Board reported regularly to the Supervisory Board on the sales, earnings, and financial development of ALTANA. Furthermore, the Supervisory Board repeatedly dealt in depth with the strategy of ALTANA and its individual divisions. Other issues addressed by the Supervisory Board included ALTANA’s Key Account Management, the efficiency program ALTANA X, and the company’s investment in Landa Corporation. At its December meeting, the Supervisory Board resolved to renew Dr. Christoph Schlünken’s Management Board contract for five more years until October 31, 2022. At this meeting, the Supervisory Board also dealt extensively with corporate planning for the next years and with the budget for 2017, which it approved.
Meetings of the Committees
The Human Resources Committee met twice in the year under review. It dealt primarily with issues pertaining to compensation and extending the Management Board appointment of Dr. Schlünken. The Audit Committee also met twice in the year under review. In the presence of the auditor as well as members of the Management Board, the Audit Committee discussed the annual financial statements of ALTANA AG and the ALTANA Group. In addition, it dealt with the statutory audit process mandating the auditor, the setting of audit fees, monitoring the auditor’s independence, and the approval of non-auditing services of the auditor. Furthermore, the Audit Committee addressed the identification and monitoring of risks in the Group, the Group’s internal auditing activities, as well as ALTANA’s Compliance Management System. The Mediation Committee, established in accordance with section 27 (3) of the German Codetermination Act, did not convene in the 2016 fiscal year.
Annual Financial Statements
The annual financial statements of ALTANA AG, the consolidated financial statements for the year ended December 31, 2016, and the management report of ALTANA AG as well as the Group management report were audited by PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, which was appointed by the Annual General Meeting and engaged by the Audit Committee of the Supervisory Board, and it issued an unqualified audit opinion in each case. The system for early risk recognition set up for the ALTANA Group pursuant to section 91 of the German Stock Corporation Act was audited. The examination revealed that the system properly fulfills its function.
The financial statement documentation, the Annual and Sustainability Report, the reports of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft on the audit of the annual financial statements and the consolidated financial statements, as well as the Management Board’s proposal for the distribution of the profit, were made available to all Supervisory Board members. The Audit Committee of the Supervisory Board dealt at length with this documentation. The Supervisory Board plenum inspected the documentation and dealt with it in depth at its balance sheet meeting in the presence of the auditor, who reported on the main results of the examination. The Supervisory Board is in agreement with the findings of the audit, and, following its final examination, has no grounds for objection. At its meeting of March 16, 2017, the Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Management Board. The annual financial statements are thereby adopted. The Supervisory Board evaluated the Management Board’s proposal for the distribution of the profit and is in agreement with its recommendation.
Report in Accordance with Section 312 of the German Stock Corporation Act
The Management Board prepared a report in accordance with section 312 of the German Stock Corporation Act on relations with affiliated companies for the 2016 fiscal year. The Supervisory Board inspected this report and found it to be accurate. The auditor issued the following audit opinion:
“On completion of our audit and assessment in accordance with professional standards, we confirm that the factual information in the report is correct and that the consideration made by the company for the transactions listed in the report was not unreasonably high.”
The Supervisory Board approved the auditor’s findings. Following the completion of its own review, the Supervisory Board has no objections to the Management Board’s statement at the end of the report.
Werner Spinner, a shareholder representative in the Supervisory Board of ALTANA AG, stepped down from his post as of March 17, 2016. With effect on the same date, the Annual General Meeting appointed Dr. Klaus-Jürgen Schmieder again, and Dr. Matthias L. Wolfgruber for the first time, as members of the Supervisory Board of ALTANA AG. At its meeting of March 17, 2016, the Supervisory Board appointed Dr. Klaus-Jürgen Schmieder again as the Chairman of the Supervisory Board, and Dr. Antonio Trius as a member of the Audit Committee. At the Supervisory Board meeting of December 8, 2016, Dr. Christoph Schlünken’s membership in the Management Board of ALTANA AG was renewed for a period of five years, until October 31, 2022.
The Supervisory Board would like to thank Werner Spinner for the good, trustworthy cooperation over the last nine years. The Supervisory Board plenum would also like to express its gratitude to the members of the Management Board, to the company’s management, and to the Group’s employees for their achievements and commitment during the last fiscal year.
Wesel, March 16, 2017
For the Supervisory Board
Dr. Klaus-Jürgen Schmieder