meetings. The Supervisory Board monitors and advises the
Management Board in its management activities. The Supervisory
Board’s tasks also include approving the Annual Fi-
nancial Statements and the Consolidated 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 Commit-
tee, legally required in accordance with section 27 (3) of the
German Codetermination Act. Each committee consists of
two shareholder representatives and two employee represen-
tatives. The Chairman of the Human Resources Committee
and the Mediation Committee is the Chairman of the Super-
visory Board, Dr. Matthias L. Wolfgruber. The Human Resources
Committee also includes Mr. Jürgen Bembenek, Mr.
Ulrich Gajewiak, and Ms. Susanne Klatten. In addition to
the Chairman, the members of the Mediation Committee are
Mr. Gajewiak, Ms. Klatten, and Mr. Klaus Koch. Dr. Jens
Schulte is 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. The other members of the Audit Commit-
tee are Mr. Armin Glashauser, Mr. Stefan Soltmann, and Dr.
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. For Management
Board members, 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 com-
pensation 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 in the complete Consolidated Financial
Statements on pages 75 f.
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 Man-
agement 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 Sys-
tem 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 reg-
ulations 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 mech-
anisms are implemented so that violations of laws and
regulations can be detected and remedied. The Compliance
Management System encompasses eight compliance areas:
corruption, antitrust law, environmental protection and safe-
ty, human resources, customs and foreign trade, data pro-
tection, 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 com-
pliance 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 manage72
Declaration on Corporate Governance