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. In addition, 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 those business transactions that could be of significant importance for the profitability or liquidity of the company. Furthermore, the Board of Management informed the Supervisory Board about the risk situation of the Group and of 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 2018 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 16 February, 20 March, 7 May, 12 July, 27 September and 5 December. In addition, it requested reports and information from the Board of Management on individual topics, which were promptly and comprehensively provided 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 long-term strategic planning (with a focus on conventional generation, offshore and onshore wind power, the Turkish business, critical system infrastructure and selective internationalisation within the Renewable Energies business segment)
- Approval for the submission of a bid in order to participate in an offshore wind auction as part of an internationalisation project
- Approval for the submission of a bid as part of the EU tender process “Special technical equipment for grids”
- Regular reporting on the operation, safety and, where relevant, dismantling of the nuclear power plants
- Consultation on the results and the technical and commercial impact of the inspection of Block 2 at the Neckarwestheim power plant
- Approval for the decommissioning of the steam section of Block E at the Lausward site
- Consultation on the grid construction project “SuedLink” of TransnetBW GmbH
- Regular reporting on major investment projects, as well as other projects that form part of the generation strategy (renewable and conventional generation)
- Approval of the sale of VNG Norge AS and its subsidiary VNG Danmark ApS by VNG AG
- Approval for the conclusion of a gas procurement contract with OOO Gazprom Export by VNG Handel & Vertrieb GmbH
- Approval of measures to finance the joint venture Borusan EnBW Enerji yatirimlari ve Üretim A.S. and of the proportionate financing of the expansion of the Kiyiköy wind farm by the joint venture as well as consultations on the effects of the political events and developments in Turkey on the Turkish business of EnBW AG
- Approval of the budget for the 2019 financial year and acknowledgement of the medium-term planning for the period 2020 to 2021 consisting of the Group earnings, finance, investment and personnel plans, as well as the result (HGB) and liquidity plans of EnBW AG
- Defining the level of the short-term variable remuneration for the Board of Management for 2017 and the long-term variable remuneration for the Board of Management for 2015 (performance period 2015 to 2017)
- Examining the appropriateness and adjustments to the remuneration for the Board of Management
- Defining the targets for the short and long-term variable remuneration for the Board of Management for 2019
- Consultation on the legal and economic effects in relation to the suspected irregularities in the business relationships with companies in the Bykov Group
- Reappointment of the Chief Financial Officer Thomas Kusterer for a further period of five years
- Appointment of Colette Rückert-Hennen to take over responsibility for the personnel remit on the Board of Management starting in 2019
- Consultation on the current advertising and image campaign of EnBW AG
- Consultation on the annual compliance and data protection report and the agenda for the following period
- Reporting on the progress and results of the collective remuneration negotiations
- Reporting on the status of information security
- Regular reporting on the development of market prices for electricity, fuels and CO₂
- Regular reporting on the key indicators for occupational safety and health protection and exceptional events in the EnBW Group
- Consultation on investment management of the fully consolidated Group companies and how minority shareholdings held by local authorities are managed
- Approval of the proposal made at the Annual General Meeting on the appointment of the auditor for the 2018 financial year
- Completion of a selection process in accordance with EU Regulation 537/2014 and passing a resolution on the future auditor for the 2019 financial year onwards
- Regular consultation on the development of the financial ratings of EnBW AG
- Approval for the issuing of a so-called “green bond” with a volume of €500 million
- Consultation on the digital transformation of EnBW AG and the EnBW Group
- Appointment of replacement members to and rearrangement of the committees of the Supervisory Board due to members stepping down from the Supervisory Board as part of revising and updating the rules of procedure for the Supervisory Board, setting up a new digitalisation committee (from 2019)
Aside from the meetings, the Supervisory Board was informed in writing by the Board of Management 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 perform its functions efficiently, the committees it set up once again met regularly in the past financial year. The respective members of the committees are listed on page 146 of the Integrated Annual Report 2018. The Chairpersons of the committees regularly reported comprehensively on the work of the committees at each subsequent plenary meeting of the Supervisory Board.
The Supervisory Board also paid close attention to the various issues relating to corporate governance in the 2018 financial year. These issues are described in detail in the corporate governance report. The corporate governance report is part of the (Group) declaration of corporate management, which the company has published on its website (www.enbw.com/corporate-governance) in accordance with section 289f (1) sentence 2 and section 315d sentence 2 of the German Commercial Code (HGB).
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 2018 that were audited and issued with an unqualified audit opinion by KPMG AG Wirtschaftsprüfungsgesellschaft, and of the combined management report including the non-financial declaration for the 2018 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 2018 – which have thus been ratified – and the consolidated financial statements as of 31 December 2018, as well as the combined management report including the nonfinancial declaration for the 2018 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 2019
The Supervisory Board