In the year under review, the Supervisory Board once again continuously monitored the management activities of the Board of Management and regularly advised them in the management of the company. In the year under review, four regular meetings of the Supervisory Board took place, on 22 March, 12 June, 25 September and 4 December. In the meetings, the Supervisory Board heard reports from the Board of Management concerning the current situation of the Group and the major Group companies as well as significant business events and relevant changes. The Board of Management also delivered assessments of the opportunities and risks that might present themselves in the further course of the year.
At the meeting of 12 June, the Supervisory Board considered the customer-focused organisation of the Industrial Services business unit and the ongoing development of the Strategy 2020plus. At the meeting of 4 December, the budget for 2019 was discussed and approved; in addition, the Board of Management reported at this meeting on developments at the Essen site (Am Technologiepark).
The Board of Management informed the Supervisory Board regularly, promptly and comprehensively by word of mouth and in writing about all relevant issues of business development and the risk situation and about the situation and strategy of the Group, including the Group’s main companies. There were also regular exchanges between the chairman of the Supervisory Board and his counterpart on the Board of Management. In this way, the Supervisory Board was kept abreast of intended corporate policy, corporate planning and ongoing business transactions.
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.
Three meetings and a conference call of the executive committee / personnel committee took place in the year under review. The discussions focused primarily on the preparation of the plenary sessions and of the personnel and compensation decisions to be made by the Supervisory Board. Where necessary, the Supervisory Board was furnished with recommendations for decision-making.
In 2018 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 and the challenges with which the Group is confronted, particularly in respect of pension obligations, arising from the lowinterest environment. In its meeting of 27 November, the Finance Committee addressed the plans for the 2019 fiscal year. Key findings were in each case reported on in the following Supervisory Board meetings.
The auditors appointed by the General Meeting of 22 March 2018, 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 2018. The auditors issued an audit opinion that was without reservations. The auditors noted that the Board of Management had established an appropriate information and monitoring system whose design and management 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 2018 fiscal year were discussed at length in the meeting of the Finance Committee on 2 April 2019 and the Supervisory Board meeting of 9 April 2019. 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 findings 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.
On the basis of its own audit of the annual and consolidated financial statements and the management reports and on the basis of 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.
The period of office of the members of the Supervisory Board came to an end on 22 March 2018, and the Board was reconstituted by appointment of the Annual General Meeting and election by the staff. The newly reconstituted Supervisory Board met for the first time on 22 March 2018. Prof. Karl Friedrich Jakob was elected as chairman.
The Supervisory Board would like to thank all the 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 2018.
The Supervisory Board
Prof. Dr. Karl Friedrich Jakob
Chairman
Hanover, April 2019
