Corporate Governance
Good corporate governance is a 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 Supervisory and Management
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, dealings 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 competence
in ecology and social responsibility. Considerations
regarding diversity also play a role in the selection process.
The Management Board members manage the Group in-
dependently 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
of business and important business incidents, as well as
plans for the Group’s future development and 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 normally 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, 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. Since the Annual
General Meeting on March 15, 2018, Dr. Jens Schulte
has been the chairman of the Audit Committee. He has the
necessary knowledge and expertise in the fields of account-
ing and auditing in accordance with the German Stock Corporation
Act.
Corporate Governance 11