10 Corporate Governance
ALTANA considers good corporate governance a basis for
sustainable success. Therefore, 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 Supervisory and Management
Boards deal with the recommendations and suggestions
of the German Corporate Governance Code and examine
which of them 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 the vast majority of the applicable recommendations
of the German Corporate Governance
Code in the current version of May 5, 2015. This especially
applies to 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 and the independence
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 three or five years. The selection criteria include
experience, business competence, as well as expertise in
ecology and social responsibility. Considerations regarding
diversity also play a role. 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 some heads of central functional
areas, the Management Board forms the Executive
Management Team. In regular meetings, this team discusses
and analyzes the development of business, important business
incidents, as well as plans for the Group’s future development
including sustainability 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
Codetermination 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. They are
elected for a period of five years. The Management Board
reports to the Supervisory Board regularly, without delay,
and comprehensively on all issues relevant for the company
regarding business development, risks, conflicts of interest,
and planning, and discusses ALTANA’s strategy with the Supervisory
Board. Sustainability issues are also discussed
regularly at the Supervisory Board meetings. The Supervisory
Board monitors and advises the Management Board in its
management activities. The Supervisory 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 representatives.
The Chairman of the Human Resources Committee
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.
There is a D&O liability insurance scheme for members of
the Management and Supervisory Boards. The insurance
covers personal liability risks in the event that a claim is made
against members of the Management and Supervisory
Corporate Governance