Report of the Supervisory Board
Chairman of the Supervisory Board
This past financial year, DBAG looked back on 50 years in the private equity business and 30 years as a listed company. The review again impressively showed the success with which the Company has worked for its shareowners and other stakeholder groups.
This past financial year, we again consistently and conscientiously discharged the duty of overseeing the managerial activities of the Board of Management required of us by law, the Articles of Association and the rules of procedure. The Board of Management regularly provided the Supervisory Board with comprehensive and prompt information, both in writing and verbally, about the Company‘s course of business, its asset, financial and earnings position, the competitive environment and the prospects, as well as the risk management and compliance systems installed at DBAG. We discussed these issues in depth. Any divergences from the planned course of business were elucidated and substantiated by the Board of Management. The Board of Management also reported on strategic and major operational decisions as well as on the business policies it intends to pursue.
In the truncated 2014/2015 financial year (1 November 2014 to 30 September 2015), the Supervisory Board held twelve meetings, seven of which were telephone conferences. Most of the telephone conferences served informational purposes on imminent investment projects. In several instances, the Supervisory Board met without the attendance of the Board of Management.
An integral part of all our Board meetings were detailed reports on current developments in individual portfolio companies. We received comprehensive quarterly reports in writing on those issues from the Board of Management. We were informed promptly and comprehensively about investments that were not performing as expected.
At our first regular meeting on 27 November 2014, we dealt with the strategy of DBAG and discussed opportunities to sustainably augment the company value. We received reports about the investment progress in the expansion financing and buyout businesses. The Board of Management’s report on the preliminary results for the preceding 2013/2014 financial year and the potential for a dividend payment constituted the basis for our joint dividend recommendation. The 2014/2015 budget was also presented. We took note of the report on the investment strategy of the contractual trust arrangement, through which the assets designated to cover pension obligations are administered. We approved the recommendation on changing the start of DBAG’s financial year to 1 October. At the November meeting, we were involved in, and contributed to the Corporate Governance Statement (§ 289a of the German Commercial Code – HGB) and submitted the Declaration of Conformity as well as the joint report by the Board of Management and the Supervisory Board on the corporate governance practised at DBAG.
On 13 January 2015, based on a recommendation by the Executive Committee, we voted to reappoint Ms Zeidler to the Board of Management until 31 October 2020 and to agree a new service contract with her.
At our regular meeting on 20 January 2015, the auditors reported on the results of their audit of the separate financial statements and the consolidated financial statements at 31 October 2014. We adopted the separate financial statements of Deutsche Beteiligungs AG and approved the consolidated financial statements. We approved the agenda for the 2015 Annual Meeting. We also dealt with the competitive situation of DBAG.
At our meeting following the Annual Meeting on 24 March 2015, we discussed, among other things, the stock market’s response to the introduction of segment reporting after the reorganisation of the Company’s reporting lines. The Board of Management reported in depth on the progress of negotiations with investors in the DBAG Expansion Capital Fund (ECF) concerning an adaption of the agreements to changed market conditions.
At our meeting on 11 June 2015, we dealt with the investments that were entered into in the financial year and took note of the progress of the compliance system and ES G issues. We agreed to again review the efficacy of our work practices on the Supervisory Board in the past financial year.
On 9 July 2015, we took up the discussion we started at a preceding meeting regarding the targets for the proportion of women on the Supervisory Board and the Board of Management and specified that there should be at least one female member both on the Supervisory Board and on the Board of Management. These targets are required to be achieved by 30 June 2017. We also made preparations for the nomination of candidates for the upcoming 2016 elections of all members to the Supervisory Board and spoke with a possible female candidate. We also voted to raise the age limit for Supervisory Board members to 72 years of age and specified the regular limit to the term of office on the Supervisory Board.
We discussed the results of the efficacy review in a telephone conference on 10 September 2015. We ascertained that there was no need to modify the work practices on the Supervisory Board or between the Supervisory Board and the Board of Management. At this meeting, again based on a recommendation by the Executive Committee, we voted to reappoint Dr Scheffel to the Board of Management until 28 October 2021 and to agree a new service contract with him. Between meetings, the Board of Management’s Spokesman promptly informed the Chairman of the Supervisory Board about significant business issues, after which the complete Supervisory Board was briefed accordingly. We were involved in all material decisions. We granted our approval to the Board of Management’s recommendation to adapt the agreements with the investors in the DBAG EC F; there were no other transactions requiring our consent in financial year 2014/2015.
This past financial year, all members of the Supervisory Board attended three physical-presence meetings, one member was absent from one meeting, and two (other) members were absent from another meeting. At each of two of the seven conference call meetings, one member was unable to attend. The meetings of the Executive Committee were attended by all of its members. The Audit Committee also met in the presence of all of its members, with one exception.
As previously mentioned, we regularly evaluate the efficacy of our work on the Supervisory Board. We also follow the changes in corporate governance practices taking place in Germany on an ongoing basis. Management’s report on the Company’s corporate governance is also presented on behalf of the Supervisory Board; we publish that report in the Annual Report (pages 38 to 41), which is also accessible at the Company’s website together with the Corporate Governance Statement. The Board of Management and the Supervisory Board jointly submitted an updated Declaration of Conformity in November 2015 based on the German Corporate Governance Code as amended on 5 May 2015 (§ 161 German Stock Corporation Act – AktG), which is permanently accessible to any interested party at the Company‘s website.
In accordance with the recommendations of the Code, every Supervisory Board member is required to disclose to the Supervisory Board any conflict of interest that may possibly arise. There was no notice of a conflict-of-interest issue this past financial year.
To disseminate its responsibilities and increase efficiency, the Supervisory Board formed an Executive Committee, which also performs the functions of a Nominations Committee, as well as an Audit Committee.
Work of the Executive Committee (also acts as Nominations Committee)
The Executive Committee convened twice this past financial year: at its meeting on 14 November 2014, it determined the short-term performance-related and the long-term remuneration component for the members of the Board of Management for financial year 2013/2014. The Supervisory Board approved the recommendation following an in-depth discussion during a telephone conference on 18 November 2014. The Executive Committee of the Supervisory Board convened on 2 and 9 July 2015 in its capacity as a Nominations Committee. We discussed the procedure for nominating candidates for the upcoming regular elections to the Supervisory Board in February 2016.
Work of the Audit Committee
In five meetings held during the truncated reporting year, the Audit Committee addressed issues concerning the separate and consolidated financial statements, the half-yearly financial report and the quarterly financial reports, all of which were discussed with the Board of Management prior to their publication. Additionally, the Committee discussed miscellaneous accounting issues, such as the introduction of segment reporting. We monitored the accounting process as well as the effectiveness of the internal control and auditing system. From our point of view, there were no grounds for objections to the Company‘s current practice.
We reviewed the required independence and objectivity of the Company’s auditors and the additional services the auditors provide. We also discussed the assignment of the audit to the auditors, the determination of the audit’s focal points and audit fees.
We continue to comply in multiple ways with the requirements under §§ 100 (5), 107 (4) German Stock Corporation Act (AktG), which stipulate that at least one independent member of the Supervisory Board or Audit Committee must have expert knowledge of accounting or auditing. The Chairman of the Audit Committee in particular has profound knowledge of, and experience in the application of accounting principles and internal control processes.
The Chairmen of the Committees regularly reported to the Supervisory Board on the work of their Committees.
Separate and consolidated financial statements endorsed
Prior to recommending KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), Frankfurt am Main, for election as auditors for the truncated 2014/2015 financial year (1 November 2014 to 30 September 2015) to shareholders at the Annual Meeting, the Supervisory Board requested and received an independency statement from KPMG. Subsequent to the 2015 Annual Meeting, at which our recommendation was adopted, the Audit Committee commissioned KPMG with the audit. The auditors were required to immediately report all major findings and occurrences to us that might come to light during the audit. At a meeting of the Audit Committee on 10 September 2015, the auditors presented their audit plan.
KPMG audited the separate financial statements of Deutsche Beteiligungs AG for the truncated 2014/2015 financial year and management‘s combined report on Deutsche Beteiligungs AG and the Group, including the underlying accounting, and endorsed them with an unqualified certificate. The same applies to the consolidated financial statements for the truncated 2014/2015 financial year. The consolidated financial statements were drawn up in conformity with the International Financial Reporting Standards (IFRS). The auditors confirmed that the consolidated financial statements comply with the IFRS, as adopted by the European Union, and the additional requirements of German commercial law pursuant to § 315a (1) of the German Commercial Code (Handelsgesetzbuch – HGB) and that the consolidated financial statements in their entirety present a true and fair view of the position of the Group as well as the opportunities and risks involved in its future development.
The Supervisory Board received the audited and certified financial statements of Deutsche Beteiligungs AG for the year ended 30 September 2015 and the combined management report on the state of Deutsche Beteiligungs AG and the Group in due time, reviewed them in conjunction with the report of the Audit Committee Chairman and the auditors, and discussed these documents in detail with the Board of Management in the presence of the auditors. The same applies to the consolidated financial statements as well as to the recommendation for the appropriation of profits.
The auditors explained the findings gathered within the scope of the pre-audit at our meeting on 11 November 2015. At our meeting of 9 December 2015 as well as the meeting of the Audit Committee on the same day, the auditors reported on the results of their audit. There were no grounds for objections. The auditors also reported on the services they rendered in addition to performing the audit. The auditors provided detailed answers to our inquiries. After its own in-depth review of all documents, the Supervisory Board found no grounds for objection. We approved the results of the audit. On 9 December 2015, we followed the Audit Committee’s recommendation and approved the consolidated financial statements and adopted the separate financial statements of Deutsche Beteiligungs AG.
The Supervisory Board reviewed the Board of Management‘s recommendation on the appropriation of the retained profit. After its review, the Supervisory Board agreed to the Board of Management’s recommendation to distribute the sum of 13.7 million euros to shareholders and carry forward the residual retained profit of 53.4 million euros to new account.
This past financial year, DBAG looked back on 50 years in the private equity business and 30 years as a listed company. The review again impressively showed the success with which the Company has worked for its shareowners and other stakeholder groups. We wish to express our greatest appreciation to all those who again contributed to DBAG’s success story in 2014/2015. Our thanks to the Board of Management and the staff of Deutsche Beteiligungs AG for their outstanding performance and commitment this past financial year.
Frankfurt am Main, den 9 December 2015
Chairman of the Supervisory Board