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. In addition, 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 2019 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 15 February 2019, 27 March 2019, 7 May 2019, 11 July 2019, 27 September 2019, 7 November 2019 and 4 December 2019, an extraordinary meeting on 7 March 2019 and through two written resolution procedures. 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 discussions and resolutions at the plenary meetings of the Supervisory Board focused on the following key issues:
- In-depth consultations and discussions with the Board of Management about long-term strategic planning (with a focus on offshore and onshore wind power and critical infrastructure)
- Consultation on the personnel strategy
- Consultation on the implementation status of the sales strategy
- Consultation on the results of the negotiations with the commission on “Growth, Structural Change and Employment” of the German Federal Ministry for Economic Affairs and Energy (so-called “Coal Commission”)
- Consultation on issues relating to the sustainable procurement of hard coal from Colombia and Russia
- Consultation on climate protection activities by the company
- Approval for the acquisition of all shares in the Valeco Group (development, construction and operation of wind and solar energy), France, by EnBW France GmbH
- Approval for the acquisition of all shares in Plusnet GmbH and indirectly in its subsidiaries by EnBW Telekommunikation GmbH
- Consultation on the expansion of the quick-charging infrastructure for electromobility
- Approval for the submission of bids as part of the EU tender process “Special technical equipment for grids” for the site in Marbach and for a project budget in the event that the bid was accepted (as it has been in the meantime)
- Approval of the scheduled sale of the remaining 6% shareholding in EWE Aktiengesellschaft
- Approval for the conclusion of an LNG procurement contract with Novatek Gas & Power Asia Pte. Ltd.
- Approval for the realisation of the Weesow-Willmersdorf solar park
- Consultation on opening up Netze BW GmbH for indirect investment by local authorities of up to 24.9% and approval for the measures under corporate law required for this purpose
- Consultation on the financing strategy, including in particular the approval for the issuing of two green hybrid bonds with a total volume of €1 billion in 2019
- Approval of financing measures for Pražská energetika a.s. (PRE)
- Regular consultation on the development of the financial ratings of EnBW AG
- Approval for the amendment to the plan for the allocation of responsibilities proposed by the Board of Management due to Dr. Bernhard Beck stepping down from the Board of Management and Colette Rückert-Hennen being appointed to the Board of Management
- Appointment of Colette Rückert-Hennen as the Director of Personnel of EnBW AG
- Consultation on the reform of the German Corporate Governance Code and the impact of the law for the implementation of the second shareholder rights directive (“ARUG II”)
- Amendment to the rules of procedure for the Supervisory Board
- Consultation on corporate governance and the issuing of the annual declaration of compliance
- Regular reporting on the operation, safety and, where relevant, dismantling of the nuclear power plants
- Consultation on the status of the projects to construct the waste material processing centres and waste storage facilities in Philippsburg and Neckarwestheim, as well as approval for the amendment of the budget for the projects
- Approval of the measures for the corporate financing of TransnetBW GmbH by EnBW AG in connection with the new grid construction projects SuedLink and ULTRANET
- Regular reporting on major investment projects, including EnBW Hohe See and EnBW Albatros, as well as other projects that form part of the generation strategy (renewable and conventional generation)
- Consultation on the current status and strategic issues related to the engagement of EnBW in Turkey as part of the joint venture Borusan EnBW Enerji yatirimlari ve Üretim A.S., with a focus on, amongst other things, the impacts of the political events and developments in Turkey
- Approval to finance the Saros wind project of Borusan EnBW Enerji yatirimlari ve Üretim A.S. (JV)
- Approval of the budget for the 2020 financial year and acknowledgement of the medium-term planning for the period 2021 to 2022 consisting of the Group earnings, finance, investment and personnel plans, as well as the result (HGB) and liquidity planning of EnBW AG
- Defining the level of the short-term variable remuneration for the Board of Management for 2018 and the long-term variable remuneration for the Board of Management for 2016 (performance period 2016 to 2018)
- Defining the targets for the short and long-term variable remuneration for the Board of Management for 2020
- Consultation on the annual compliance and data protection report and the agenda for the following period
- 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
- Approval of the proposals made at the Annual General Meeting, including the election of the auditor for the 2019 financial year and for the (by-)election of 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 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 p. 133 of the Integrated Annual Report 2019. 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 2019 financial year. These issues are described in detail in the corporate governance report. The corporate governance report is part of the (Group) declaration on corporate management, which the company has published on its website (www.enbw.com/corporate-governance) in accordance with section 289 f (1) sentence 2 and section 315 d 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 2019 that were audited and issued with an unqualified audit opinion by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, and of the combined management report including the non-financial declaration for the 2019 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 2019 – which have thus been ratified – and the consolidated financial statements as of 31 December 2019, as well as the combined management report including the non-financial declaration for the 2019 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 2020
The Supervisory Board