Report of the Supervisory Board (condensed)
- born 1957 in Bonn
- Chairman of the Supervisory Board since 10 May 2016
- independent business consultant
- lives in Bochum
The Supervisory Board dutifully and comprehensively performed all of the tasks incumbent on it in the 2020 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 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 the reporting period, this also included in particular discussions on questions relating to the coronavirus pandemic and its impact on the company. In addition, the Board of Management informed the Supervisory Board about the economic position of the company and the Group including, among 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.
In the 2020 financial year, the Supervisory Board dealt extensively with verbal and written reports and proposals for resolutions issued by the Board of Management at six ordinary meetings – primarily held online due to the pandemic – on 20 March 2020, 11 May 2020, 16 July 2020, 1 October 2020, 5 November 2020 and 10 December 2020 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.
- In-depth consultations and discussions with the Board of Management about the crisis management system for dealing with the coronavirus pandemic and the latest developments at the company with respect to the pandemic
- Comprehensive discussions on the economic impact of the coronavirus pandemic, especially with respect to the temporary right for customers to withhold payment and the implementation of the temporary reduction in the VAT rate
- In-depth consultations to evaluate the German cabinet’s resolution on the Coal Phase-out Act
- Determining the level of the short-term variable remuneration for members of the Board of Management for 2019 and the long-term variable remuneration for members of the Board of Management for 2017 (performance period 2017 to 2019)
- Determining the targets for members of the Board of Management for 2021 for their short-term and long-term variable remuneration
- Consultation on the possible development of office locations
- Consultation on the annual compliance and data protection report and the corresponding agenda for the following period
- Consultation on an electromobility package for EnBW employees
- Approval for the sale and transfer of the shareholding in MVV Energie AG held by EnBW AG
- Endorsement of the annual financial statements and consolidated financial statements as of 31 December 2019 presented by the Board of Management
- Approval of the decision taken by the Board of Management to pay out an advance dividend from retained earnings to shareholders for the 2019 financial year
- Approval of the decision taken by the Board of Management to hold the ordinary Annual General Meeting 2020 as a virtual Annual General Meeting without any physical presence of shareholders and their proxies
- Approval of the decision taken by the Board of Management to hold the ordinary Annual General Meeting 2021 as a virtual Annual General Meeting without any physical presence of shareholders and their proxies
- Approval of the proposals to be made at the Annual General Meeting, including on the appropriation of retained earnings, the election of the auditor for the 2020 financial year, the remuneration of members of the Supervisory Board and the amendment of the Articles of Association
- Regular reporting on the development of business activities in Turkey
- Approval for the renewal of the syndicated credit line and the option to increase the volume
- Regular consultation on the development of the financial ratings of EnBW AG
- Regular reporting on the development of market prices for electricity, fuels and CO₂
- Regular consultation on the development of the markets relevant to EnBW
- Consultation on the number of trainees in 2020 and 2021
- Consultation on the “EnBW connects” participation model through which local authorities in Baden-Württemberg can indirectly invest in Netze BW GmbH
- Regular reporting on the operation, safety and, where relevant, dismantling of the nuclear power plants
- Approval for the acquisition of Gas-Union GmbH
- Approval of the new version of the strategic asset allocation and the amendment to the tactical bandwidths
- Approval for an increase in the framework approval limit for short-term credit lines with banks
- Approval for the issuing of another senior bond
- Replacement and reassignment of members on the committees of the Supervisory Board due to members leaving the Supervisory Board
- In-depth consultations and discussions with the Board of Management about long-term strategic planning (with a focus on the energy industry, digitalization, sustainability and climate protection)
- Approval for the external financing of VNG AG
- Approval for the tender for a general contractor for the expansion of the broadband system in the Enz district
- Approval of a budget for the development of the He Dreiht offshore wind farm project
- Consultation on the human resources strategy
- In-depth consultations and discussions on the EnBW gas strategy
- Approval for covering the financing needs of TransnetBW GmbH
- Consultation on the self-assessment of the Supervisory Board
- Appointment of Dirk Güsewell as a member of the Board of Management for the remit of “System critical infrastructure,” with his term of office beginning in 2021
- Appointment of Dr. Georg Nikolaus Stamatelopoulos as a member of the Board of Management for the remit of “Generation infrastructure,” with his term of office beginning in 2021
- Approval of the budget for the 2021 financial year and acknowledgment of the medium-term planning for the period 2021 to 2023 consisting of the plans for Group earnings, finance, investment and HR, as well as the result (HGB) and liquidity of EnBW AG
- Approval for the submission of a bid for an invitation to tender for the operation of street lighting
- Regular reporting on the participation in an auction in the offshore wind sector as part of an internationalization project
- Resolution on the introduction of a clawback clause in the Board of Management remuneration system
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 strategy, planning, business development, risk situation, risk management, compliance, the impact of the coronavirus pandemic, 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.
The committees set up by the Supervisory Board once again met regularly in the 2020 financial year so that the Supervisory Board could perform its functions efficiently. The respective members of the committees are listed on p. 133 of the Integrated Annual Report 2020. The Chairpersons of the committees regularly reported in detail 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 2020 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).
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 2020 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 2020 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 2020 – which have thus been ratified – and the consolidated financial statements as of 31 December 2020, as well as the combined management report including the non-financial declaration for the 2020 financial year.
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, 19 March 2021
The Supervisory Board
Chairman