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. Dr. Jens Schulte
is the chairman of the Audit Committee. He has the necessary
knowledge and expertise in the fields of accounting and
auditing in accordance with the German Stock Corpora-
tion 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
Boards while they are performing their activities. The insurance
contract stipulates a deductible of ten percent of
the damages, but a maximum of one-and-a-half times the
amount of the fixed annual compensation of the respective
member of the Management or Supervisory Board per insurance
year. Further information on the compensation of the
Management and Supervisory Boards can be found on page
73 f. of the online Consolidated Financial Statements.
Compliance
Compliance with laws is the basis for all of ALTANA’s actions.
In addition, we set ourselves certain rules as part of our
corporate social responsibility, which we adhere to like laws.
At ALTANA, compliance is an integral part of our corporate
social responsibility. The trust of our customers, business
partners, employees, and the public is the basis and
condition for our business success.
For this purpose, ALTANA established a Compliance Management
System in 2008. Its goal is to ensure that laws and
the rules we have set ourselves are observed throughout
the Group. To this end, the Compliance Management System
identifies significant risks that can arise from violations of
laws or regulations by ALTANA employees. The Compliance
Management System also ensures that employees are
aware of the content and significance of the laws and regulations
relevant to them and know how to behave best
in light of them. Furthermore, the Compliance Management
System is intended to ensure that the necessary control
mechanisms are implemented so that violations of laws and
regulations can be detected and remedied. The Compli-
ance Management System encompasses eight compliance
areas: corruption, antitrust law, environmental protection
and safety, human resources, customs and foreign trade, data
protection, financial reporting, and taxes.
The ALTANA Compliance Management System follows
the ALTANA structure and is therefore decentralized. The
local management is primarily responsible for making sure
that the individual subsidiaries and their employees behave
in accordance with the rules. ALTANA AG lives up to its compliance
responsibility by providing a framework, making
competencies and instruments available, creating platforms
and forums for local authorities, and by taking concrete
measures to ensure compliance on the part of the management
of subsidiaries or to impose minimum requirements,
especially through guidelines that are binding Group-wide.
ALTANA’s Code of Conduct, which holds for the entire
company, contains binding rules regarding responsible, ethical,
and lawful behavior for all staff members. This applies
in particular to issues such as corruption, conflicts of interest,
antitrust law, environmental protection, and discrimination.
Together with the company’s Guiding Principles, the Code of
Conduct provides orientation for responsible corporate
action. The Code of Conduct and the Guiding Principles are
published on our website (www.altana.com). Since 2010,
12 Corporate Governance