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Report of the Supervisory Board
The Supervisory Board of ALTANA AG, carrying out the functions stipulated by law and the Articles of Association, closely followed the work of the Management Board and monitored its management activities in the 2021 fiscal year. The Supervisory Board dealt in depth with the situation and development of the company as well as with various current issues. The Supervisory Board was regularly informed by the Management Board about the respective agenda items through presentations and oral reports in meetings. The Supervisory Board also regularly received additional written reports. Between Supervisory Board meetings, the Chairman of the Management Board informed the Chairman of the Supervisory Board about significant developments and events, and discussed pending or planned decisions with him. The Supervisory Board was involved in all major company decisions.
Meetings of the Supervisory Board
In the 2021 fiscal year, the Supervisory Board held four regular meetings and one constitutive meeting. At the regular meetings, the economic situation and the development perspectives of the ALTANA Group, as well as important business events, including acquisitions, were discussed and deliberated on in detail. In addition to regular reporting on ALTANA’s sales, earnings, and financial development, the Supervisory Board dealt in depth with the strategy of ALTANA and its individual divisions. In each of the four regular Supervisory Board meetings, the Management Board reported to the Supervisory Board in detail about the effects of the coronavirus pandemic on the company and the measures the management had taken with the help of crisis teams expressly set up for this purpose to protect the health of employees and to minimize the pandemic’s negative effects on business. Furthermore, in the 2021 fiscal year the Supervisory Board intensively discussed the situation, development, and plans of the BYK, ECKART, and ACTEGA divisions. Against the backdrop of the company’s Keep Changing Agenda, the committee discussed the circular economy and its significance for ALTANA with an external expert. The Supervisory Board learned about talent management, the New Normal, and transformation projects in human resources, as well as the longterm realignment of the Group’s external financing. The Supervisory Board received regular updates on the company’s participation in the Israeli Landa Corporation Ltd. (“Landa Digital Printing”) and devoted one of its 2021 meetings to this investment in detail. In addition, the Supervisory Board dealt intensively in 2021 with innovation management at ELANTAS and ACTEGA. At its December meeting, the Supervisory Board dealt in depth with and approved the corporate planning for the next three years and the budget for 2022. At the Supervisory Board’s constituent meeting following the Ordinary Annual General Meeting in March, the then Chairman of the Supervisory Board, Dr. Matthias L. Wolfgruber, was reelected as Chairman, after previously being reelected as a member of the Supervisory Board by the Annual General Meeting. At the same meeting, the Supervisory Board elected Mr. Jürgen Bembenek as a member of its Human Resources Committee.
Meetings of the Committees
The Human Resources Committee met thrice in the year under review. At its meetings, it discussed recommendations to the Supervisory Board on the payment of variable compensation components for 2020 and the payments from the ALTANA Equity Performance Program 2017 to the Management Board members, as well as the targets for the short term bonuses of the Management Board members for 2022 and the allocation values in the ALTANA Equity Performance Program of the Management Board members for 2022. At its meeting in June, the Human Resources Committee dealt with a review of Management Board compensation on the basis of a current market study commissioned by the company. The Audit Committee met twice in the year under review and reported regularly to the Supervisory Board. In the presence of the auditor as well as members of the Management Board, the Audit Committee discussed the annual financial statements of ALTANA AG and the ALTANA Group. In addition, it dealt with the statutory audit process mandating the auditor, the setting of audit fees, monitoring the auditor’s independence, and the approval of non-auditing services of the auditor. Furthermore, the Audit Committee addressed the identification and monitoring of risks in the Group, the Group’s internal auditing activities, ALTANA’s Compliance Management System, as well as the good corporate governance. At its March meeting, the Audit Committee received a report on the company’s insurance management in the current insurance market environment. In December, the Audit Committee dealt intensively with cyber risks threatening the Group and how to defend against them. The Mediation Committee, established in accordance with section 27 (3) of the German Codetermination Act, did not convene in the 2021 fiscal year.
Annual Financial Statements
The Annual Financial Statements of ALTANA AG, the Consolidated Financial Statements for the year ended December 31, 2021, and the Management Report of ALTANA AG, as well as the Group Management Report, were audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, which was appointed by the Annual General Meeting and engaged by the Audit Committee of the Supervisory Board, and it issued an unqualified audit opinion in each case. The system for early risk recognition set up for the ALTANA Group pursuant to section 91 of the German Stock Corporation Act was audited, and the examination revealed that the monitoring system is suitable in all material respects for the early recognition, with reasonable assurance, of developments endangering the ability of the company to continue as a going concern.
The financial statement documentation, the Corporate Report, the reports of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft on the audit of the Annual Financial Statements and the Consolidated Financial Statements, as well as the Management Board’s proposal for the use of the net profit, were made available to all Supervisory Board members. The Audit Committee of the Supervisory Board dealt at length with this documentation. The Supervisory Board inspected the documentation and dealt with it in depth at its balance sheet meeting in the presence of the auditor, who reported on the main results of the examination. The Supervisory Board is in agreement with the findings of the audit without objections and in its meeting of March 16, 2022, approved the Annual Financial Statements and Consolidated Financial Statements prepared by the Management Board. The Annual Financial Statements are thereby adopted. The Supervisory Board evaluated the Management Board’s proposal for the use of the net profit and is in agreement with its recommendation.
Report in Accordance with Section 312 of the German Stock Corporation Act
The Management Board prepared a report in accordance with section 312 of the German Stock Corporation Act on relations with affiliated companies for the 2021 fiscal year. The Supervisory Board inspected this report and found it to be accurate. The auditor issued the following audit opinion:
“On completion of our audit and assessment in accordance with professional standards, we confirm that the factual statements of the report are correct and that the consideration paid by the company for the legal transactions in the report was not inappropriately high.”
The Supervisory Board noted and approved the auditor’s findings. Following the completion of its own review, the Supervisory Board has no objections to the Management Board’s statement at the end of the report.
On March 17, 2021, the Ordinary Annual General Meeting of ALTANA AG reelected Dr. Matthias L. Wolfgruber as a member of the Supervisory Board until the end of the Ordinary Annual General Meeting in 2024, and the Supervisory Board subsequently reelected Dr. Wolfgruber as its Chairman. As Chairman of the Supervisory Board, Dr. Wolfgruber is also a member and Chairman of the Human Resources and Mediation Committees by virtue of his office.
Ms. Beate Schlaven, who had been a member of the Supervisory Board and its Human Resources Committee since 2018, passed away on February 16, 2021. The substitute elected in lieu of Ms. Schlaven, Mr. Jürgen Bembenek, became a member of the Supervisory Board. The Supervisory Board also elected Mr. Bembenek as a member of its Human Resources Committee on March 17, 2021.
The Supervisory Board would like to thank the members of the Management Board and the management as well as the employees of the Group for their achievements and commitment during the last fiscal year.
Wesel, March 16, 2022
The Supervisory Board
Dr. Matthias L. Wolfgruber
Chairman of the Supervisory Board