Report of the Supervisory Board
The Supervisory Board of ALTANA AG, carrying out the functions stipulated by law and the Articles of Association, closely followed the work of the Management Board in the 2017 fiscal year. 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 informed by the Management Board about the respective agenda items through presentations and oral reports in its meetings. The Supervisory Board also regularly received additional written reports. 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 2017 fiscal year, the Supervisory Board held four regular meetings and one extraordinary meeting. 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. In an extraordinary meeting in January 2017, the Supervisory Board approved the acquisition of the PolyAd business with multicomponent additives systems, as well as the acquisition of a novel technology for metalizing two-dimensional substrates. Other issues addressed by the Supervisory Board included ALTANA’s Keep Changing Agenda, the results of an employee survey, sustainability, digitization at ALTANA, and the company’s investment in Landa Corporation. In June, the Supervisory Board dealt in depth with the business of ALTANA’s Italian subsidiaries. At its September meeting, the Supervisory Board resolved to renew the Management Board contract of Stefan Genten for five more years, until July 31, 2023. At its meeting in December of the fiscal year, the Supervisory Board dealt extensively with corporate planning for the coming years and with the budget for 2018, which it approved.
Meetings of the Committees
The Human Resources Committee met three times in the year under review. It dealt primarily with issues pertaining to compensation and extending the Management Board appointment of Stefan Genten. 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 2017 fiscal year.
Annual Financial Statements
The annual financial statements of ALTANA AG, the consolidated financial statements for the year ended December 31, 2017, and the management report of ALTANA AG, as well as the Group management report were audited by PricewaterhouseCoopers GmbH 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 theALTANA Group pursuant to section 91 of the German Stock Corporation Act was audited. The examination revealed that the system is suitable for fulfilling its function.
The financial statement documentation, the Corporate Report, and the reports of PricewaterhouseCoopers GmbH 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. Following its final examination, it has no grounds for objection. At its meeting of March 15, 2018, 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 2017 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.
On March 16, 2017, the Annual General Meeting renewed the appointment of Dr. Monika Engel-Bader and Dr. Antonio Trius as members of the Supervisory Board of ALTANA AG for five more years, and of Dr. Lothar Steinebach as a member of the Board for one more year. At the Supervisory Board meeting on the same day, Dr. Lothar Steinebach was reappointed as the Chairman of the Audit Committee and Dr. Antonio Trius was reappointed as a member of the Audit Committee. At the Supervisory Board meeting of September 21, 2017, Stefan Genten was reappointed as a member of the Management Board of ALTANA AG for five more years until July 31, 2023.
The Supervisory Board would 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 15, 2018
For the Supervisory Board
Dr. Klaus-Jürgen Schmieder