Corporate Governance
Good corporate governance is the basis for the sustainable
success of ALTANA. Even as a company not listed on the
stock exchange, ALTANA orients itself to the rules of the German
Corporate Governance Code.
At least once a year, the Management and Supervisory
Boards deal with the regulations of the German Corporate
Governance Code and examine which recommendations and
suggestions ALTANA can follow even as a company not
listed on the stock exchange and sensibly apply within the
company given its shareholder structure.
ALTANA follows, or will follow, the vast majority of the
applicable recommendations of the German Corporate
Governance Code in the current version of February 7, 2017.
This especially applies to the recommendations regarding
the cooperation between the Management Board and the
Supervisory Board, the cooperation between the Chairman
of the Supervisory Board and the Supervisory Board plenum,
dealing with conflicts of interest of the Supervisory Board
members, the setting up and composition of the committees,
as well as matters relating to the audit.
Management and Control
The Management Board of ALTANA AG consists of three
members, who are appointed by the Supervisory Board for
a period of five years. The selection criteria include experience,
business and professional expertise, as well as compe-
tence in ecology and social responsibility. Considerations
regarding diversity also play a role in the selection process.
The Management Board members manage the Group independently
and are solely committed to the interests of the
company. Together with the presidents of the divisions
and selected heads of central functional areas, the Management
Board forms the Executive Management Team. In
regular meetings, this team discusses and analyzes the development
Corporate Governance 9
of business and important business incidents, as
well as plans for the Group’s future development and sus-
tainability issues.
The company’s Supervisory Board has twelve members.
Half of them are employee representatives, elected by Group
employees in Germany in accordance with the German Co-
determination Act. The remaining six members are elected by
the Annual General Meeting. Experience and expertise, as
well as independence, are also important criteria in the selection
of the members of the Supervisory Board. The mem-
bers of the Supervisory Board are generally elected for a period
of five years. The Management Board regularly reports
to the Supervisory Board in a timely and comprehensive manner
on all issues relevant for the company regarding
business development, risks, and planning, and discusses
ALTANA’s strategy with the Supervisory Board. Sustainabil-
ity issues are also discussed regularly at the Supervisory Board
meetings. The Supervisory Board monitors and advises the
Management Board in its management activities. The Super-
visory Board’s tasks also include approving the annual
financial statements. Specially defined business decisions of
the company, such as major acquisitions and divestments,
require the approval of the Supervisory Board, in accordance
with a list of transactions that are subject to authorization.
The Supervisory Board formed an Audit Committee,
a Human Resources Committee, and a Mediation Committee,
legally required in accordance with section 27 (3) of
the German Codetermination Act. Each committee consists
of two shareholder representatives and two employee rep-
resentatives. The Chairman of the Human Resources Com-
mittee and the Mediation Committee is the Chairman
of the Supervisory Board, Dr. Klaus-Jürgen Schmieder. The
Chairman of the Audit Committee is Dr. Lothar Steinebach.
He has the necessary knowledge and expertise in the fields
of accounting and auditing in accordance with the German
Stock Corporation Act.