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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 2022 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 2022 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 events, such as the war against Ukraine and its effects on ALTANA, 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 addition, the Supervisory Board discussed the situation, development, and plans of the ELANTAS division in greater depth in fiscal 2022, following intensive deliberations on the other divisions in the previous year. Against the backdrop of the inflation-related cost increases in various areas, the Supervisory Board received a detailed report in September on the procurement of raw materials, energy, logistics, and other goods and services. It took this opportunity to discuss aspects of sustainability and new purchasing regulations. Another focus of the Supervisory Board’s work in 2022 was Environment, Health & Safety. In this context, the Supervisory Board was informed in particular about the implementation of the Group’s sustainability targets and new regulations, such as ALTANA’s increasingly comprehensive sustainability reporting. The Supervisory Board received regular updates on the company’s investment in the Israeli Landa Corporation Ltd. (Landa Digital Printing) and, at one of its meetings in 2022, a detailed report on the results of a strategic assessment of this investment. The Supervisory Board also informed itself about the work of ALTANA X, the company’s Lean Six Sigma program. 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 2023. As scheduled, the Supervisory Board conducted a self-assessment and discussed the results. Mr. Genten was reelected as a member of the Management Board, and Dr. Schlünken was reelected as a member of the Management Board for a further two months until the end of 2022. As the successor to Dr. Schlünken, who retired at the end of 2022, the Supervisory Board elected Dr. Tammo Boinowitz as a member of the Management Board with effect from January 1, 2023. At the Supervisory Board’s constituent meeting following the Ordinary Annual General Meeting in March of the year, Professor Dr. Richter was elected as a member of the Audit Committee after Dr. Trius stepped down from the Supervisory Board and the Audit Committee as scheduled at the end of the Annual General Meeting.
Meetings of the Committees
The Human Resources Committee met thrice in the year under review. In addition, it passed a resolution by written circulation. At its meetings, it discussed recommendations to the Supervisory Board on the payment of variable compensation components for 2021 and the payments from the ALTANA Equity Performance Program 2017 and 2018 to the Management Board members, as well as the targets for the short term bonuses of the Management Board members for 2023 and the allocation values in the ALTANA Equity Performance Program of the Management Board members for 2023. In the course of the reelections of the Management Board members and the appointment of a new Management Board member, the Human Resources Committee made recommendations on the employment contracts of the three Management Board members and also drew up a recommendation for a model for future employment contracts. 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 assessed the quality of the audit of the financial statements and informed itself about the status of the implementation of the Group’s SAP roadmap. In December of the reporting year, the Audit Committee dealt with the financing strategy and an adjusted ALTANA Value Added concept. The Mediation Committee pursuant to section 27 (3) of the German Co-Determination Act did not meet in the 2022 fiscal year.
Annual Financial Statements
The Annual Financial Statements of ALTANA AG, the Consolidated Financial Statements for the year ended December 31, 2022, 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, 2023, 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 2022 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.
Personnel Changes
On March 16, 2022, the Ordinary Annual General Meeting of ALTANA AG elected Ms. Angela Cackovich and Dr. Sven Abend as members of the Supervisory Board until the end of the Annual General Meeting in 2027. The term of office of Dr. Engel-Bader and Dr. Trius as members of the Supervisory Board and, in the case of Dr. Trius, also as a member of the Audit Committee ended at the end of the Annual General Meeting. The Supervisory Board elected Professor Dr. Richter as a new member of the Audit Committee on March 16, 2022.
Ms. Cackovich resigned as a member of the Supervisory Board effective June 20, 2022, and an Extraordinary General Meeting on June 24, 2022, elected Ms. Antje Gerber as a member of the Supervisory Board until the end of the Annual General Meeting in 2027. The scheduled elections of employee representatives to the Supervisory Board took place on February 1, 2023. The election confirmed the current members: Dr. Brüne as representative of senior management, Mr. Bembenek, Mr. Gajewiak, and Mr. Glashauser as employee representatives, and Mr. Koch and Mr. Soltmann as union representatives.
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. This year the Supervisory Board would like to express its special thanks to Dr. Christoph Schlünken.
Dr. Schlünken retired at the end of 2022 after helping shape ALTANA for more than 20 years, including more than eight years as a member of the Management Board. During this time, he made a significant contribution to ALTANA’s success and embodied our values like few others. We are therefore all the more pleased to welcome Dr. Tammo Boinowitz to the Management Board at the beginning of this year, a colleague who has all the prerequisites for continuing the Management Board’s very successful work.
Wesel, March 16, 2023
The Supervisory Board
Dr. Matthias L. Wolfgruber
Chairman of the Supervisory Board