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 again in 2018. 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 about the respective agenda items through presentations and oral reports in 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 2018 fiscal year, the Supervisory Board held four regular meetings and one constitutive 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. In addition to regular reporting on ALTANA’s sales, earnings, and financial development, the Supervisory Board dealt in depth with the strategy of ALTANA and its individual divisions. Furthermore, the Supervisory Board dealt with ALTANA’s Digital Transformation, the Group’s IT strategy, as well as personnel development and projects of the ALTANA Institute. The Supervisory Board also accompanied ALTANA’s further investments in the Israeli Landa Corporation of 100 million U.S. dollars. At its December meeting, the Supervisory Board dealt extensively with corporate planning for the coming years and with the budget for 2019, which it approved. At the constitutive meeting, which was held following the Ordinary Annual General Meeting in March of 2018, members of the Supervisory Board were appointed or reappointed to different committees or as deputy Supervisory Board chairpeople.
Meetings of the Committees
The Human Resources Committee met thrice in the year under review. It dealt primarily with issues pertaining to compensation. The Audit Committee met twice in the 2018 fiscal year. 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 2018 fiscal year.
Annual Financial Statements
The annual financial statements of ALTANA AG, the consolidated financial statements for the year ended December 31, 2018, 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 the ALTANA Group pursuant to section 91 of the German Stock Corporation Act was audited. The examination revealed that the system is capable of fulfilling its objectives.
The financial statement documentation, the Corporate Report, 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 12, 2019, 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 2018 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 statements of in the report are correct and that the consideration paid by the company for the legal transactions in the report was not inappropriately 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.
With the end of the Ordinary Annual General Meeting of ALTANA AG on March 15, 2018, the tenures on the Supervisory Board of Susanne Klatten, Dr. Lothar Steinebach, and the employee representatives came to an end. Within the framework of the election of employee representatives in the Supervisory Board on January 30, 2018, Dr. Annette Brüne, as well as Ulrich Gajewiak, Armin Glashauser, Klaus Koch, and Stefan Weis, were reappointed as members of the Supervisory Board. Beate Schlaven was elected as an employee representative in the board for the first time. Olaf Jung departed from the board. The Ordinary Annual General Meeting reappointed Susanne Klatten and appointed Dr. Jens Schulte for the first time as members of the Supervisory Board. The tenure of the newly appointed and reappointed members of the Supervisory Board began with the end of the Annual General Meeting on March 15, 2018. The Supervisory Board reappointed Ulrich Gajewiak and Susanne Klatten as deputy chairman and deputy chairwoman of the Supervisory Board. The Supervisory Board reappointed Ulrich Gajewiak and Susanne Klatten as members of the Human Resources Committee, and appointed Beate Schlaven as a member of said committee for the first time. Dr. Jens Schulte was appointed as Chairman of the Audit Committee, succeeding Dr. Lothar Steinebach. Armin Glashauser and Stefan Weis were reappointed as members of the Audit Committee. The Supervisory Board reappointed Susanne Klatten and Klaus Koch to the Mediation Committee.
The Supervisory Board would like to express its gratitude to Lothar Steinebach and Olaf Jung for the good and trusting cooperation. The Supervisory Board would also like to thank the members of the Management Board, the company’s management, and the Group’s employees for their achievements and commitment during the last fiscal year.
Wesel, March 12, 2019
For the Supervisory Board
Dr. Klaus-Jürgen Schmieder