Corporate Governance
Good corporate governance is an essential basis for the sustainable
success of ALTANA. Even as a company not listed
on the stock exchange, ALTANA orients itself to the recommendations
and suggestions of the German Corporate
Governance Code.
At least once a year, the Supervisory and Management
Boards deal with 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.
In the 2019 fiscal year, ALTANA complied with 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
concerning 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.
The Management Board dealt intensively with the
amendments to the German Corporate Governance Code
resolved on May 9, 2019, and December 16, 2019, as
well as with the amendment to the German Stock Corporation
Act by the Act Implementing the Second Shareholder
Rights Directive (ARUG II), and in fiscal year 2020 intends to
again chiefly orient itself to the recommendations and
suggestions of the German Corporate Governance Code and
the corporate governance regulations of the German
Stock Corporation Act applicable to companies listed on the
stock exchange.
Management and Control
Corporate Governance 11
The Management Board of ALTANA AG consists of three
members, each of whom 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 manages the Group independently
and is 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 basi-
cally 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 Supervi-
sory 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