Report of the Supervisory Board
In 2015, the Supervisory Board of ALTANA AG closely followed the work of the Management Board within the scope of tasks imposed upon it by the law and the company’s Articles of Association. 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 agenda items discussed, 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 2015 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 strategy of ALTANA AG and its individual divisions was addressed in the meetings. In addition, the Supervisory Board dealt with the state of the integration of the rheology additives business acquired at the end of 2013, with the development of ALTANA’s investment in Landa Corporation, the Printed Electronics platform, as well as with the setting of targets for the Management and Supervisory Boards in accordance with the law for equal participation of women in leadership positions. In its June meeting, the Supervisory Board dealt with the reorganization of the Management Board after Dr. Matthias L. Wolfgruber had announced he was stepping down from his post as Chairman of the Management Board as of December 31, 2015. At its meeting held in December of the fiscal year, the Supervisory Board dealt extensively with the corporate planning for the next years and with the budget for 2016, which it approved.
Meetings of the Committees
The Human Resources Committee met three times in the year under review. It dealt primarily with preparations for the reorganization of the Management Board as well as with compensation issues. The Audit Committee 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 2015 fiscal year.
Annual Financial Statements
The annual financial statements of ALTANA AG, the consolidated financial statements for the year ended December 31, 2015, 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 report, and 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 17, 2016, 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 2015 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.
Dr. Matthias L. Wolfgruber, the longtime Chairman of the Management Board, resigned of his own volition as of December 31, 2015, to go into retirement. He had been a member of the Management Board of ALTANA AG since July 1, 2002, and its chairman since May 3, 2007. The Supervisory Board appointed Martin Babilas, who has been a member of the Management Board of ALTANA AG since May 3, 2007, Chairman of the Management Board of ALTANA AG, effective as of January 1, 2016, for the duration of his existing appointment, until May 2, 2020. As of August 1, 2015, Stefan Genten was appointed a member of the Management Board and the Chief Financial Officer, initially for a period of three years, until July 31, 2018.
The Supervisory Board would like to thank Dr. Wolfgruber for the excellent and trusting cooperation and for his exceedingly successful work for ALTANA. In the course of his long tenure, Dr. Wolfgruber shaped and molded the company with great commitment, thus playing a very big part in the successful development of ALTANA.
The Supervisory Board plenum would also like to express its gratitude to the other 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 17, 2016
For the Supervisory Board
Dr. Klaus-Jürgen Schmieder