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Group Management Report Products Safety and Health Environment Human Resources Social Commitment Consolidated Financial Statements 71
Declaration on Corporate
Governance
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 Manage-
ment 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 2021 fiscal year, ALTANA complied with the vast
majority of the applicable recommendations and suggestions
of the German Corporate Governance Code in the ver-
sion of December 16, 2019. This especially applies to the
recommendations concerning the composition of the Super-
visory Board, the cooperation between the Management
Board and the Supervisory Board, the cooperation between
the Chairman of the Supervisory Board and the Supervi-
sory Board plenum, dealings with conflicts of interest of the
Supervisory Board members, the setting up and composi-
tion of the committees, as well as matters relating to the audit.
The Management Board and Supervisory Board in-
tend to again largely follow the recommendations and suggestions
of the German Corporate Governance Code in
the 2022 fiscal year.
Management and Control
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. Con-
siderations regarding diversity also play a role in the selection
process. The Supervisory Board, together with the Man-
agement Board, addresses long-term planning for the succes-
sion 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 Execu-
tive 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 mem-
bers. Half of them are employee representatives elected in ac-
cordance with the German Codetermination Act, while the
remaining six are shareholder representatives. Here, too, experience
and expertise play an important role, as does in-
dependence. 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 mem-
ber 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 compa-
ny’s sole shareholder. Four of the six shareholder repre-
sentatives – Dr. Engel-Bader, Dr. Schulte, Dr. Trius, and Dr.
Wolfgruber – are independent of the company’s control-
ling 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 com-
prehensively 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