Lutz Feldmann, Chairman of the Supervisory Board
The Supervisory Board dutifully and comprehensibly performed all of the tasks incumbent on it in the 2016 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 relevant aspects of the intended business policies and other fundamental issues relating to business planning and also provided reasons for any discrepancies between the actual development of business and the plans and targets reported at an earlier date. The Board of Management informed the Supervisory Board about the economic performance of the company and the Group including, amongst other things, the profitability of the company (especially the equity), the development of business (especially the revenue and earnings, the net assets, financial position and results of operations, as well as HR development at the company) and the business transactions that could be of significant importance for the profitability or liquidity of the company. In addition, the Board of Management informed the Supervisory Board about the risk situation of the Group and individual areas of the Group, corporate strategy and planning, risk management, the internal control system and compliance.
Key topics of the discussions at the plenary meetings of the Supervisory Board
In the past financial year, the Supervisory Board dealt extensively with verbal and written reports and proposals for resolutions issued by the Board of Management at its seven ordinary meetings on 18 March 2016, 9 May 2016, 10 June 2016, 6 July 2016, 21 September 2016, 7 November 2016 and 9 December 2016, one inaugural meeting on 10 May 2016 and two extraordinary meetings on 22 April 2016 and 7 October 2016. Furthermore, it requested reports and information from the Board of Management on individual topics, which were comprehensively provided in a timely manner in each case. The key topics of the discussions and
- 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, especially the resulting financial burden, amongst other things in relation to the activities of the “Commission to examine the financing of the phase-out of nuclear power” (KFK) and the law of reorganisation responsibility for nuclear waste management, as well as the deterioration in the general economic and financial conditions in the energy industry
- The new version of the company pension scheme for members of the Board of Management
- Consultations on the transfer and storage of fuel elements currently stored at the former Obrigheim nuclear power plant to the intermediate storage site at the Neckarwestheim nuclear power plant
- Consultations on the ULTRANET project that is being carried out by the independent transmission operator TransnetBW GmbH (site for the construction of a transformer station)
- Approval of the issuing of two long-term hybrid bonds in euros and US dollars with volumes of around €1 billion to refinance existing debt
- Approval of the budget for the 2017 financial year and acknowledgement of the medium-term planning for the period 2017 to 2019 consisting of the income statement, balance sheet and cash flow statement
- Resolution on the participation of Enbridge Inc. in the planned EnBW Hohe See offshore wind farm
- 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
- Consultations on the participation in the tender procedure for the Kriegers Flak offshore wind farm (Denmark)
- Approval of the required measures for the erection of the EnBW Hohe See offshore wind farm (in the production and installation phases)
- Approval for final decommissioning of the combined cycle gas turbine plant Rheinhafen Steam Power Plant 4 S in Karlsruhe
- Intensive consultations on and approval of the withdrawal from the B2B commodity business under the EnBW and Watt brands
- Consultations on the status and the results of the investigations being carried out internally and by the authorities in relation to misconduct by individuals engaged by an external service provider commissioned by EnBW Kernkraft GmbH, who were employed to inspect the measurement equipment on a recurring basis at the Philippsburg Block 2 nuclear power plant and the measures derived from these investigations
- Regular reporting on major investment projects, as well as other projects that form part of the generation strategy
- Regular reports on the status of the divestiture projects
- Consultations on the investment projects in Turkey (joint venture Borusan EnBW Enerji yatirimlari ve Üretim A.S.) and the impact of political events and developments on the Turkish business of EnBW
- Extensive consultations on current sales issues, particularly about the further development of the organisation and strategic aspects of product development in the B2C electricity and gas sector (sales to private and commercial customers), as well as the status of the intended measures to improve efficiency
- Resolution on the change to the rules of procedure for the Supervisory Board regarding extending the personnel committee and filling positions on the committees of the Supervisory Board following the retirement of old members or after the appointment of additional new members of the Supervisory Board
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.
There was a consistently very high attendance rate at the individual meetings of the Supervisory Board. The majority of the members of the Supervisory Board attended all meetings of the Supervisory Board. No member of the Supervisory Board participated in less than half of the meetings.
Work of the committees
In order for the Supervisory Board to optimally perform its functions, it has set up committees which once again met regularly in the 2016 financial year. The respective members of the committees are listed on page 109 of the Integrated Annual Report 2016. The Chairpersons of the committees regularly reported on the work of the committees at each subsequent plenary meeting of the Supervisory Board.
The Supervisory Board also approved the joint corporate governance report together with the Board of Management in the 2016 financial year, which has been published on the website of EnBW AG as part of the declaration of corporate management in accordance with section 289a (1) sentence 2 German Commercial Code (HGB) at www.enbw.com/corporate-governance/.
Audit of the annual and consolidated financial statements
Following a thorough examination by the audit committee, the Supervisory Board undertook a detailed review of the annual financial statements and consolidated financial statements as of 31 December 2016 that were audited and issued with an unqualified audit opinion by KPMG AG Wirtschaftsprüfungsgesellschaft, and of the combined management report for the 2016 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 2016 – which have thus been ratified – and the consolidated financial statements as of 31 December 2016, as well as the combined management report for the 2016 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 at www.enbw.com/corporate-governance/
Karlsruhe, 27 March 2017
The Supervisory Board