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Report of the Supervisory Board

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Lutz Feldmann, Chairman of the Supervisory Board

Lutz Feldmann

  • Born 1957
  • Chairman of the Supervisory Board since May 2016
  • Lives in Bochum
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The Supervisory Board dutifully and comprehensively performed all of the tasks incumbent on it in the 2021 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 discussions on questions relating to the coronavirus pandemic and its impact on the company in particular. 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.

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Key topics of the discussions at the plenary meetings of the Supervisory Board

In the 2021 financial year, the Supervisory Board dealt extensively with verbal and written reports and proposals for resolutions issued by the Board of Management at eight ordinary meetings – primarily held online due to the pandemic – on 19 February, 19 March, 4 May, 5 May, 15 July, 30 September, 4 November and 8 December 2021 and one extraordinary meeting on 18 January 2021, and through one written resolution procedure. 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 the coronavirus crisis management system and the latest developments with respect to the coronavirus pandemic
  • In-depth consultations on the economic impact of the coronavirus pandemic on the company and the Group
  • Defining the level of the short-term, single-year variable remuneration for the Board of Management for 2020 and the long-term variable remuneration for the Board of Management for 2018 (performance period 2018 to 2020)
  • Selection of the sustainability criteria for the performance period 2022 to 2024
  • Defining the targets for the variable remuneration for the Board of Management for 2022
  • Approval for the submission of a binding bid for offshore wind rights for the construction of an offshore wind farm in Great Britain
  • Approval for external financing related to the offshore wind rights for the construction of an offshore wind farm off the coast of Great Britain
  • Approval for the submission of applications for other wind rights for offshore wind farms
  • Approval for the issuing of bonds
  • Approval for the sale of 49.9% of the shares in an onshore wind portfolio to the infrastructure investment company Commerz Real
  • Approval for the conclusion of a public law contract related to the phaseout of brown coal
  • Consultation on the annual compliance and data protection report and the agenda for the subsequent period
  • Joint decision with the Board of Management to hold the ordinary Annual General Meeting 2021 as a virtual event without the physical attendance of shareholders and their proxies due to the coronavirus pandemic, as well as approval to pay out an advance dividend from retained earnings to shareholders for the 2020 financial year because of the later date of the Annual General Meeting delayed due to the pandemic
  • Endorsement of the annual financial statements and consolidated financial statements as of 31 December 2020 presented by the Board of Management
  • Approval of the proposals to be made at the ordinary Annual General Meeting 2021, including on the appropriation of retained earnings for the 2020 financial year, the election of the auditor for the 2021 financial year, approval of the Board of Management remuneration system, resolutions for the remuneration for members of the Supervisory Board and approval of the domination and profit and loss transfer agreements with seven subsidiaries
  • Resolution on the conclusion of a settlement agreement between EnBW Energie Baden-Württemberg AG, EnBW Kernkraft GmbH, Dr. Hans-Josef Zimmer and D&O-Versicherung AIG Europe S.A., as well as approval of the proposal to be made at the ordinary Annual General Meeting 2021 to accept the settlement
  • Approval of the proposals to be made at the ordinary Annual General Meeting 2021 for the regular election of shareholder representatives on the Supervisory Board
  • Election of the Chairman and Deputy Chairman of the Supervisory Board and appointment of the members of the committees of the Supervisory Board due to the new periods of office for members of the Supervisory Board
  • Replacement and reassignment of members on the committees of the Supervisory Board due to members leaving the Supervisory Board
  • Reappointment of Colette Rückert-Hennen as a member of the Board of Management
  • Approval for a change to the allocation of responsibilities on the Board of Management
  • 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)
  • Comprehensive discussions on the further development of the central theme of sustainability at EnBW
  • Regular consultation on the development of the financial ratings of EnBW AG
  • Regular reporting on the operation, safety and, where relevant, dismantling of the nuclear power plants
  • Approval for the collaborative projects for quick-charging stations in Germany
  • Approval for the commissioning of building security services
  • Consultation on the reputation of EnBW, especially with respect to its enhancement and the associated communication measures
  • Portfolio discussion on the business fields of EnBW with respect to long-term strategic planning
  • Regular reporting on the development of market prices for electricity, fuels and CO₂
  • Regular consultation on the development of the markets relevant to EnBW
  • Approval for the conclusion of a framework agreement for energy industry transactions
  • Consultation on the self-assessment of the Supervisory Board
  • Regular reporting on the development of business activities in Turkey
  • Approval for the final decommissioning of a hard coal unit at the site in Karlsruhe
  • Consultation on post completion audits for acquired companies
  • Revision of the Board of Management remuneration system
  • Reporting on the status of the HR strategy
  • Consultation on the post-contractual non-competition agreement with Dr. Hans-Josef Zimmer who stepped down from the Board of Management on 31 May 2021
  • Approval for the issuing of the annual declaration of compliance and declaration of corporate management
  • Approval of the budget for the 2022 financial year and acknowledgment of the medium-term planning for the period 2022 to 2024, consisting of the plans for Group earnings, finance, investment and HR, as well as the result (HGB) and liquidity of EnBW AG
  • Approval for covering the financing needs of TransnetBW GmbH
  • Consultation on amending the product development process in the offshore sector
  • Approval for the conclusion of an electricity supply contract
  • Joint decision with the Board of Management to also hold the ordinary Annual General Meeting 2022 as a virtual Annual General Meeting without the physical presence of shareholders and their proxies due to the ongoing situation with the coronavirus pandemic
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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 strategy, planning, business development, the 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, except for Volker Hüsgen whose mandate was suspended for the period in 2021 until he left the Supervisory Board on 5 May 2021.

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Work of the committees

The committees set up by the Supervisory Board once again met regularly in the 2021 financial year so that the Supervisory Board could perform its functions efficiently. The respective members of the committees are listed on p. 283 of the Integrated Annual Report 2021. The Chairpersons of the committees regularly reported in detail on the work of the committees at each subsequent plenary meeting of the Supervisory Board.

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Corporate governance

The Supervisory Board also paid close attention to the various issues relating to corporate governance in the 2021 financial year and discussed the declaration of compliance in accordance with section 161 AktG. These topics are explained in detail in the declaration of corporate management (p. 151 ff.). The company also published the declaration of corporate management in accordance with section 289f (1) sentence 2 and section 315d sentence 2 German Commercial Code (HGB) on its website.

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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 2021 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 2021 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 2021 – which have thus been ratified – and the consolidated financial statements as of 31 December 2021, as well as the combined management report including the non-financial declaration for the 2021 financial year.

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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.

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Karlsruhe, 22 March 2022
The Supervisory Board

Lutz Feldmann

Chairman