Close Download image Back to top

Lutz Feldmann

  • Born 1957
  • Chairman of the Supervisory Board since May 2016
Download image

The Supervisory Board dutifully and comprehensively performed all of the tasks incumbent on it in the 2023 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. The supervisory and advisory activities of the Supervisory Board also dealt with issues related to sustainability, in particular. 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 once again included discussions on questions relating to the war between Russia and Ukraine and its impact on the business of EnBW and its subsidiaries. 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.

Download image

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

In the 2023 financial year, the Supervisory Board dealt extensively with verbal and written reports and proposals for resolutions issued by the Board of Management at seven ordinary meetings on 15 February, 22 March, 11 May, 13 July, 28 September, 10 November and 7 December 2023 and two extraordinary meetings on 23 May and 27 November 2023. Furthermore, the Supervisory Board 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:

  • Consultations and discussions with the Board of Management about the latest developments in the war between Russia and Ukraine and its impact
  • Determining the level of the short-term single-year variable remuneration for members of the Board of Management for 2022 and the long-term multi-year variable remuneration for members of the Board of Management for 2020 (performance period 2020 to 2022)
  • Selection of the sustainability criteria for the performance period 2024 to 2026 and defining the targets for the variable remuneration for members of the Board of Management for 2024
  • Consultation on the annual compliance report and the agenda for the subsequent period
  • Consultation on the annual data protection report and the agenda for the subsequent period
  • Approval of the proposals to be made at the ordinary Annual General Meeting 2023, particularly those regarding the appropriation of retained earnings for the 2022 financial year, the discharge of Board of Management and Supervisory Board members, the election of the auditor for the 2023 financial year, the election of members of the Supervisory Board, approval of the remuneration report, approval of the Board of Management remuneration system for the members of the Board of Management, approval of the remuneration for members of the Supervisory Board and the amendment to articles 16 and 17 of the Articles of Association
  • Approval of the remuneration report for 2022 that was produced and checked in cooperation with the Board of Management in accordance with section 162 AktG
  • Approval of the annual financial statements presented by the Board of Management and endorsement of the consolidated financial statements as of 31 December 2022
  • Election of the Deputy Chairman of the Supervisory Board and appointment of new members of the committees of the Supervisory Board due to a change in the employee representatives on the Supervisory Board
  • Replacement and reassignment of members on the committees of the Supervisory Board due to a member leaving the Supervisory Board
  • Reappointment of Thomas Kusterer, Dirk Güsewell and Dr. Georg Stamatelopoulos as members of the Board of Management
  • In-depth consultations and discussions with the Board of Management about the Group and portfolio strategy EnBW 2030
  • In-depth consultations and discussions with the Board of Management about long-term strategic planning (with a focus on the energy industry, market, trading, gas, expansion of renewable energies, sustainability and climate change mitigation) and consultation on portfolio discussions of selected business fields of EnBW
  • Approval for the sale of shares in an offshore wind farm
  • Approval for the release of bank credit lines and increasing the counterparty limits for financial investments
  • Regular reporting by the Board of Management on the development of market prices for electricity, fuels and CO₂
  • Approval for the conclusion of a financial contract for the financing of an offshore wind farm
  • Reporting on the SBTi certification
  • Reporting on the status of the HR strategy
  • Approval for optimizing existing LNG positions and the further expansion of LNG activities, as well as approval for the rental of additional LNG ships and conclusion of new LNG procurement contracts
  • Approval for the conclusion of further contracts for the construction of broadband networks
  • Approval for participation in the German offshore wind auction
  • Approval for the investment decisions about new construction projects
  • Approval for the sale of shares in TransnetBW
  • Approval for the submission of a binding bid for participation in an offshore auction
  • Consultation on the post-contractual non-competition agreement with Dr. Frank Mastiaux who stepped down as Chairman of the Board of Management on 30 September 2022
  • Regular consultation on the development of the financial ratings of EnBW AG
  • Revision of the Board of Management remuneration system
  • Examining the appropriateness of the Board of Management and Supervisory Board remuneration
  • Regular reporting by the Board of Management on the development of business activities in subsidiaries
  • Regular consultation on the development of the markets relevant to EnBW
  • Consultation on the self-assessment of the Supervisory Board
  • Regular reporting by the Board of Management on the development of business activities in Turkey
  • Regular reporting by the Board of Management on the operation, safety and, where relevant, dismantling of the nuclear power plants
  • Consultation on the results of the EnBW Employee Survey 2022
  • Approval of the financing strategy for 2024
  • Approval for the issuing of the annual declaration of compliance and (Group) declaration of corporate management
  • Approval of the budget for the 2024 financial year and acknowledgment of the medium-term planning for the period 2024 to 2026, consisting of the plans for Group earnings, finance, investment and HR, as well as for the result (HGB) and liquidity of EnBW AG; the corporate planning incorporates both financial and sustainability targets
  • Approval for covering the financial needs of subsidiaries
  • Approval for a budget supplement for an IT project
  • Approval for the submission of binding bids for IT projects
Download image

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 war between Russia and Ukraine, 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.

Download image

Work of the committees

The committees set up by the Supervisory Board once again met regularly in the 2023 financial year, so that the Supervisory Board could perform its functions efficiently. The respective members of the committees are listed on p. 305 of the Integrated Annual Report 2023. The Chairpersons of the committees regularly reported in detail on the work of the committees at each subsequent plenary meeting of the Supervisory Board.

Download image

Corporate Governance

The Supervisory Board also paid close attention to the various issues relating to corporate governance in the 2023 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. 161 ff.). The company also published the declaration of corporate management in accordance with section 289f (1) sentence 2 and section 315d sentence 2 HGB on its website.

Download image

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 2023 that were audited and issued with an unqualified audit opinion by EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, and of the combined management report including the non-financial declaration for the 2023 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 2023 – which have thus been ratified – and the consolidated financial statements as of 31 December 2023, as well as the combined management report including the non-financial declaration for the 2023 financial year.

Download image

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 Supervisory Board and Board of Management” 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.

Download image

Karlsruhe, 25 March 2024

The Supervisory Board

Download image
Unterschrift Lutz Feldmann, Aufsichtsratsvorsitzender der EnBW
Download image
Lutz Feldmann

Chairman