In reporting period, the Supervisory Board carried out the tasks incumbent upon it according to the law and the articles of association. It closely followed and supported the Board of Management in its leadership of the company and carefully monitored its activities. The Supervisory Board is fully confident in the lawfulness, regularity and fitness for purpose of the company’s management.
The Board of Management reported regularly to the Supervisory Board, in writing and orally, promptly and in full, concerning the Group’s general situation, current business trends and corporate planning. In 2022, four regular scheduled meetings of the Supervisory Board took place on 29 March, 21 June, 27 September and 6 December, at which the Board of Management reported in detail on the current situation of the Group and the major Group companies. Two extraordinary meetings were also held in January 2022.
The Board of Management also provided the Supervisory Board with written and oral assessments of the earnings situation and the current financial and asset status of the Group, along with its assessment of the opportunities and risks that might arise in the course of the year. Both the impact of the coronavirus pandemic and the direct and indirect effects of the war in Ukraine were presented. The Board of Management put the business trends in the context of corporate planning, and individual deviations were explained. Business processes which required the approval of the Supervisory Board were approved by the latter after a process of thorough examination and consultation. The rebranding initiative was also presented and warmly supported by the Supervisory Board. Outside the meetings, the Chairman of the Supervisory Board was also kept regularly informed of current issues by the Chairman of the Board of Management.
The beginning of 2022 also saw two extraordinary meetings of the Supervisory Board (on 5 and 18 January) at which a major project of the subsidiary DMT GmbH & Co. KG was discussed, with consent to this project duly granted at the meeting of 18 January.
At the meeting of 21 June, the Supervisory Board turned its attention to issues including the increase in the shareholding in UAB TÜVLITA and a construction project at the Essen site in the context of the CTA model. Both projects were approved by the Supervisory Board after exhaustive consultation.
The meeting of 27 September took place in Hamburg. On the same day, the Supervisory Board was presented with a report on compliance, governance and reputation protection in the TÜV NORD Group by the competent staff member at TÜV NORD AG. It also considered the strategy and the proposed resolutions for the Extraordinary General Meeting which was scheduled for the same day.
At the meeting of 6 December, the budget for 2023 was discussed and approved by the Supervisory Board. After exhaustive consultation, it also gave its consent to the acquisition of a company.
A further Extraordinary General Meeting of the Supervisory Board was held on 17 January 2023, at which, after exhaustive consultation, the Supervisory Board gave its consent to the sale of TÜV NORD Bildung gGmbH.
The Supervisory Board largely met in the presence of the Board of Management but deliberated in the absence of the latter on matters such as board member remuneration.
In order to carry out its tasks and prepare its deliberations and decisions, the Supervisory Board set up two committees which effectively support the work of the plenum.
The presidium / HR committee held five meetings in the year under review, and additional telephone consultations were held as required. Some of the meetings were face to face; others were held as video conferences. The discussions focused primarily on the preparation of the plenary sessions and of the HR and remuneration decisions to be made by the Supervisory Board. Where necessary, the Supervisory Board was furnished with recommendations for decision-making.
In 2022 the Finance Committee met four times in advance of the Supervisory Board meetings and paid particular attention to the annual financial statement, earnings trends, risk and opportunities management, the impact of the pandemic and the direct and indirect consequences of the war in Ukraine. In its meeting of 29 November, the Finance Committee addressed the plans for the 2023 fiscal year. At each Supervisory Board meeting, the Chairman of the Finance Committee reported on the important findings from the deliberations of the Finance Committee leading up to the meetings.
The auditors appointed by the General Meeting of 29 March 2022, BDO AG from Essen, audited the annual financial statements of TÜV NORD AG and the consolidated financial statements, including the associated reports on the situation of the company and the Group, published by the Board of Management on 31 December 2022. The auditors issued an audit opinion that was free of any reservations. The auditors noted that the Board of Management had established an appropriate information and monitoring system whose design and operation rendered it suitable for anticipating developments that might pose a risk to the continued existence of the company.
The financial statement documents and the audit reports for the 2022 fiscal year were discussed at length in the meeting of the Finance Committee on 21 March 2023 and the Supervisory Board meeting of 28 March 2023. The Board of Management and the auditors were present at the deliberations on the annual and consolidated financial statements. The auditors reported on the main results of their audit and their findings concerning the internal control system and risk management. They also made themselves available to the Supervisory Board, should the latter require additional information.
Based on its own audit of the annual and consolidated financial statements and the management reports and on the report and recommendation of the Finance Committee, the Supervisory Board felt able to concur with the auditors’ conclusions. No objections were raised. The Supervisory Board approved both the annual and the consolidated financial statements.
Ms. Ursula Jedberg stepped down from the Supervisory Board on 30 June 2022. She was succeeded by Dr. Dagmar Hildebrandt as an elected substitute member. On 15 September 2022, Mr. Carsten Kohn gave up his mandate for health reasons. He was succeeded on 21 November 2022 by Mr. Sven Schröder by way of judicial appointment. The Chairman of the Supervisory Board acknowledged Ms. Jedberg’s and Mr. Kohn’s dedicated work on the Supervisory Board and thanked them on behalf of the committee for their constructive cooperation over many years.
The Supervisory Board elected Mr. Roland Rudolph to the Finance Committee as the successor to Mr. Cohn.
The Supervisory Board would like to thank all the Group company employees worldwide, the company’s managers, the Board of Management, the Group Executive Committee and the employee representatives for their dedicated and successful work in what was a challenging year in 2022.
The Supervisory Board
Thomas Biedermann
Chairman
Hanover, March 2023
