In the year under review, the Supervisory Board performed the duties incumbent on it under the law and the articles of association with great diligence. It followed, supported and monitored the Board of Management in its leadership of the company. 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 2023, four regular scheduled meetings of the Supervisory Board took place on 28 March, 13 June, 19 September and 5 December, at which the Board of Management reported in detail on the current situation of the Group and the major Group companies. In the form of the inaugural meeting immediately after the Annual General Meeting of 28 March 2023, an extraordinary meeting of the Supervisory Board was also held, as were two further extraordinary meetings in January and May 2023.
The Board of Management provided the Supervisory Board with written and oral assessments of the course of business and the current financial and asset status of the Group, along with its assessment of the opportunities and risks that might present themselves in the course of the year. The Supervisory Board also considered in detail the effects of geopolitical tensions, increased energy prices and inflation.
Deviations from corporate planning were explained in detail. Business processes which required the approval of the Supervisory Board were approved by the latter after 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.
In addition to the inaugural meeting, two further extraordinary meetings of the Supervisory Board were held in 2023. On 17 January, after detailed deliberations, the Supervisory Board approved the sale of TÜV NORD Bildung gGmbH. On 10 May, the Supervisory Board discussed a matter relating to the Board of Management. Both meetings were held via videoconference.
At its meeting on 13 June, after thorough deliberations, the Supervisory Board approved the acquisition of the Avanta Group in Singapore.
At its meeting on 19 September, the Supervisory Board was briefed by the competent staff member at TÜV NORD AG on compliance within the TÜV NORD Group. It also considered the strategy. After in-depth deliberations, the Supervisory Board approved both the new organisational structure of the business units and the International division and an increase in the stake in two companies in the business unit Mobility.
At the meeting of 5 December, the budget for 2024 was discussed and approved by the Supervisory Board.
The Supervisory Board largely met in the presence of the Board of Management but also met in absence of the latter when it came to deliberating on matters relating to the Board of Management itself.
To carry out its tasks and to prepare its deliberations and decisions, the Supervisory Board established the Presidium/HR Committee and the Finance Committee, which effectively support the work of the plenum.
The Presidium/HR Committee held eight meetings in the year under review, and additional telephone consultations were held where necessary. 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 2023 the Finance Committee met four times in advance of the scheduled 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 2024 reporting period. 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. An additional extraordinary meeting was held on 17 January 2023, in which the Finance Committee deliberated in preparation for the plenary meeting on the same day.
The auditors appointed by the General Meeting of 28 March 2023, 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 2023. 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 2023 reporting period were discussed at length in the meeting of the Finance Committee on 3 April 2024 and the Supervisory Board meeting of 9 April 2024. 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 for the event that the latter should require additional information.
Based on its own audit of the annual and consolidated financial statements and the management reports and based on the report and the 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.
With effect from 28 March 2023, the term of office of the members of the Supervisory Board ended, and the Supervisory Board was reconstituted by appointment by the Annual General Meeting and elections by the employees. At the end of their term of office, Dr. Klaus Beck, Prof. Heinz Jörg Fuhrmann, Prof. Karl Friedrich Jakob and Dr. Guido Rettig resigned from the Supervisory Board. The Annual General Meeting elected Mr. Ulrich Grethe, Prof. Sibylle Günter, Ms. Jeannine Pilloud and Dr. Bianca Schmitz as new members of the Supervisory Board and also elected the previous shareholder representatives for a further term of office. In accordance with the provisions of the German Co-Determination Act, Ms. Ramona Neubauer, Mr. Holger Reichenbach, Mr. Jürgen Schröder and Ms. Vanessa Sprengart were newly elected to the Supervisory Board. Dr. Dagmar Hildebrandt, Mr. Roland Rudolph, Ms. Svenja Schroerschwarz and Ms. Ute Thiel resigned from the Supervisory Board at the end of their term of office. In addition, the previous employee representatives on the Supervisory Board were elected for a further term of office.
The Supervisory Board thanked those members who left the Board in the 2023 reporting period for their many years of close cooperation and their contribution to the company’s success.
The newly constituted Supervisory Board met for the first time on 28 March 2023. Mr. Thomas Rappuhn was elected chairman. Mr. Fabian Fechner was elected as Chairman of the Finance Committee, which was likewise newly constituted.
The Supervisory Board met on 12 and 13 June 2023 for a joint onboarding event to familiarise itself with the structures of the TÜV NORD Group.
The Supervisory Board would like to thank the employees of the TÜV NORD GROUP worldwide, the company management boards, the Board of Management and the Group Executive Committee, as well as the employee representatives, for their strong commitment and good work in 2023.
The Supervisory Board
Thomas Rappuhn
Chairman
Hanover, April 2024
