Group Management Report Products Safety and Health Environment Human Resources Social Commitment Consolidated Financial Statements 71
process. The Supervisory Board, together with the Management
Board, addresses long-term planning for the succession
of Management Board members and the structure of
the Management Board in regular discussions between the
Chairman of the Supervisory Board and the Chairman of
the Management Board. An age limit of 65 years has been
set for members of the Management Board. 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 in
accordance with the German Codetermination Act, while
the remaining six are shareholder representatives. Here,
too, experience and expertise play an important role, as does
independence. All six shareholder representatives –
Dr. Engel-Bader, Ms. Klatten, Professor Dr. Richter, Dr. Schulte,
Dr. Trius, and Dr. Wolfgruber – are independent of the
company and the Management Board. Despite having been
a member of the Supervisory Board for more than twelve
years, Ms. Klatten is considered independent of the company
and the Management Board because she is indirectly the
company’s sole shareholder. Four of the six shareholder representatives
– Dr. Engel-Bader, Dr. Schulte, Dr. Trius, and
Dr. Wolfgruber – are independent of the company’s controlling
shareholder. They are normally elected for a period of five
years. An age limit of 70 years has been set for members
of the Supervisory Board. The Management Board reports
to the Supervisory Board regularly, without delay, and comprehensively
on all issues relevant for the company regard-
ing business development, risks, and planning, and discusses
ALTANA’s strategy with the Supervisory Board. Sustainabil-
ity 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 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 representatives.
The Chairman of the Human Resources Committee
and the Mediation Committee is the Chairman of the Supervisory
Board, since May 29, 2020, Dr. Matthias L. Wolfgruber,
and previously Dr. Klaus-Jürgen Schmieder. The Human Resources
Committee also includes 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 accounting and auditing
in accordance with the German Stock Corporation Act.
The other members of the Audit Committee are Mr. Armin
Glashauser, Mr. Stefan Soltmann, and Dr. Antonio Trius.
The Supervisory Board conducts a self-assessment (formerly
“efficiency review”) every two years. In 2020, the
Supervisory Board carried out this self-assessment by having
each member answer a questionnaire designed by the Chairman
of the Supervisory Board and previously agreed with the
other members. The answers were evaluated quantitatively
and qualitatively, and the results were presented to the members
at a Supervisory Board meeting.
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