The Supervisory Board dutifully and comprehensively performed all of the tasks incumbent on it in the 2015 financial year as required by law and the Articles of Association. It regularly advised the Board of Management on its management of the company and continuously accompanied and monitored all important management measures for the Group. In the process, the Supervisory Board was involved in all decisions of fundamental importance to the company and the Group. The Board of Management regularly, comprehensively and promptly informed the Supervisory Board about all significant aspects of the business development, business policies and economic performance of the company and the Group, as well as the risk situation, corporate strategy and planning, risk management, the internal control system and compliance. Any discrepancies between the actual development of business and the set plans and targets were all substantiated and explained to the Supervisory Board in detail.
Key topics of the discussions at the plenary meetings of the Supervisory Board
The Supervisory Board discussed the verbal and written reports and proposals for resolutions issued by the Board of Management at its six ordinary meetings on 16 March 2015, 28 April 2015, 13 July 2015, 24 September 2015, 9 November 2015 and 17 December 2015, and one extraordinary meeting on 8 October 2015, as well as through written resolution procedures. Furthermore, it requested reports and information from the Board of Management on individual topics, which were immediately and comprehensively provided in each case. The discussions and resolutions at the plenary meetings of the Supervisory Board focused on the following issues:
- Regular and detailed reports by the Board of Management on the development of business and the profitability of the company and the Group, especially on the latest developments relating to revenue and earnings and the net assets and financial position, as well as reports on HR development and significant risks for the Group and individual Group segments
- In-depth consultations and discussions with the Board of Management about the strategic positioning of EnBW AG and the EnBW Group
- A comprehensive examination of the energy policy of the German government and its effect on EnBW AG and the EnBW Group including, in particular, the resulting financial burden and deterioration in the general economic and financial conditions in the energy industry
- Approval of the sale of the 26% share of EWE Aktiengesellschaft, Oldenburg held by EnBW AG in exchange for the 74.2% share of VNG-Verbundnetz Gas Aktiengesellschaft, Leipzig, held by EWE Aktiengesellschaft and a settlement payment
- Approval for the planning, construction and commissioning of two waste material processing centres including social and infrastructure-related buildings by Gesellschaft für nukleares Reststoffrecycling mbH (GNR) at the locations of the nuclear power plants in Neckarwestheim and Philippsburg
- Approval of the budget for the 2016 financial year and acknowledgement of the medium-term planning for the period 2016 to 2018 consisting of the income statement, balance sheet and cash flow statement
- Examination of the package of measures proposed by the Board of Management for improving the company's operating result, as well as for the ongoing optimisation of the operating processes of the EnBW Group
- Approval of the sale of the Eisenhüttenstadt combined heat and power plant to Progroup AG
- Regular reporting on major investment projects, particularly the offshore wind farm EnBW Baltic 2 in the German Baltic Sea, other projects that form part of the generation strategy and the start of the design phase for the Hohe See offshore wind farm
- Regular reports on the status of the divestiture projects
- Examination and consideration of the situation regarding the transmission grids, particularly the issues of system security and grid expansion
- Comprehensive discussion and deliberation on the company's engagement in Turkey (Joint Venture Borusan EnBW Enerji A.S.)
- Extensive consultation and discussions on current sales issues
- Implementation of the “law on the equal participation of women and men in management positions in the private and public sectors” within the scope of responsibility of the Supervisory Board and monitoring and advising the Board of Management on its implementation within their scope of responsibility
Aside from the meetings, the Board of Management informed the Supervisory Board in writing about all business transactions of particular importance for the company or the Group. In addition, there was ongoing communication between the Chairman of the Supervisory Board and the Board of Management, particularly with the Chairman of the Board of Management, in order to discuss issues relating to the strategic positioning, planning, business development, risk situation, risk management, compliance, important individual transactions and currently pending decisions.
The majority of the members of the Supervisory Board attended all Supervisory Board meetings and committee meetings. No member of the Supervisory Board participated in less than half of the meetings.
Work of the committees
The committees set up by the Supervisory Board once again met regularly in the 2015 financial year, and in this way contributed to the efficient performance of their tasks. The respective members of the committees are listed on page 107 of the EnBW Integrated Report 2015. Detailed reports on the discussions and resolutions of the committees were provided at the beginning of every meeting of the Supervisory Board.
The Supervisory Board also paid close attention to the various issues relating to corporate governance in the 2015 financial year. These issues are described in detail in the corporate governance report. The corporate governance report is part of the declaration of conformity, which the company has made available to the public on its website in accordance with section 289a (1) sentence 2 of the German Commercial Code (HGB) at www.enbw.com/corporate-governance-page.
Audit of the annual and consolidated financial statements
Following thorough examinations by the audit committee, the Supervisory Board undertook detailed reviews of the annual financial statements and consolidated financial statements as of 31 December 2015 that were audited and issued with an unqualified audit opinion in each case by KPMG AG Wirtschaftsprüfungsgesellschaft, the combined management report for the 2015 financial year and the Board of Management’s proposals for the appropriation of retained earnings for the 2015 financial year. The final results of its own reviews did not lead to any reservations on behalf of the Supervisory Board. It approved the audit results of the independent auditor, endorsed the annual financial statements prepared by the Board of Management as of 31 December 2015 – which have thus been ratified – and the consolidated financial statements as of 31 December 2015, as well as the combined management report for the 2015 financial year, and agreed with the Board of Management’s proposal for the appropriation of retained earnings for the 2015 financial year.
Reference to the complete version of the report of the Supervisory Board
Further details on the topics “Work of the committees”, “Corporate governance”, “Audit of the annual and consolidated financial statements” and “Personnel changes at the level of the Board of Management and Supervisory Board” can be found in the full version of the report of the Supervisory Board made available to the public on the company’s website.
Karlsruhe, 18 March 2016
The Supervisory Board
Dr. Claus Dieter Hoffmann