The Board of Management regularly, comprehensively and promptly informed the Supervisory Board about all relevant aspects of 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 position 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 2017 financial year, the Supervisory Board dealt extensively with verbal and written reports and proposals for resolutions issued by the Board of Management at its six ordinary meetings on 27 March, 8 May, 13 July, 27 September, 9 November and 7 December. 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 resolutions in the plenary meetings beyond the themes mentioned above were:
- In-depth consultations and discussions with the Board of Management about the strategic positioning of EnBW AG and the EnBW Group (with a focus on the further development of the corporate strategy post 2020 and questions dealing with storage technologies and the business fields of natural gas and sales)
- Defining the level of the short-term variable remuneration for the Board of Management for 2016 and the long-term variable remuneration for the Board of Management for 2014 (performance period 2014 to 2016)
- Consultation on the status and further development of reputation management at EnBW
- Consultation on the annual compliance and data protection report
- Approval for the planning, construction and commissioning of a waste material processing centre including social and infrastructure-related buildings by Gesellschaft für nukleares Reststoffrecycling at each of the sites in Neckarwestheim and Philippsburg
- Approval for final decommissioning of hard coal block Combined Heat and Power Plant 1 (HKW 1) in Altbach / Deizisau
- Approval for the acquisition of the Kiyiköy and Datca wind projects by the joint venture Borusan EnBW Enerji yatirimlari ve Üretim A.S.
- Approval for submission of a binding bid to the Federal Network Agency for acceptance of the grid connection capacity for the He Dreiht offshore wind farm
- Approval of the required measures for the realisation of the EnBW Albatros offshore wind farm project (in the production and installation phases)
- Redefinition of the target for the proportion of women on the Board of Management
- Extensive consultation on the developments relating to the first onshore wind auctions
- Consultation on the participation of ONTRAS Gastransport GmbH in the construction and operation of the EUGAL transmission line
- Approval of the budget for the 2018 financial year and acknowledgement of the medium-term planning for the period 2018 to 2020 consisting of the Group earnings, finance, investment and personnel plans, as well as the result (HGB) and liquidity plans of EnBW AG
- Advice and resolution on new regulations for the variable remuneration of the Board of Management
- Defining the targets for the variable remuneration for the Board of Management 2018
- Approval of the provision of financial resources to VNG Norge AS by VNG-Verbundnetz Gas Aktiengesellschaft for the financing and development of the offshore oil and gas field Fenja in Norway
- Approval for investment in project companies for the erection of offshore wind farms in Taiwan, including approval of the associated development budget and the provision of sureties
- Approval of measures to finance the joint venture Borusan EnBW Enerji yatirimlari ve Üretim A.S.
- Regular consultations on the effects of the political events and developments in Turkey on the Turkish business of EnBW
- Consultation on the legal and economic effects in relation to the suspected irregularities in the business relationships with companies in the Bykov Group
- Regular reporting on major investment projects, as well as other projects that form part of the generation strategy
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 2017 financial year. The respective members of the committees are listed on page 125. 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 2017 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 2017 that were audited and issued with an unqualified audit opinion by KPMG AG Wirtschaftsprüfungsgesellschaft, and of the combined management report including the non-financial statement for the 2017 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 and endorsed the annual financial statements prepared by the Board of Management as of 31 December 2017 – which have thus been ratified – and the consolidated financial statements as of 31 December 2017, as well as the combined management report including the non-financial statement for the 2017 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, 20 March 2018
The Supervisory Board