Annual Report 2014

Report of the Supervisory Board

The Supervisory Board performed the duties incumbent upon it under the law and in accordance with the Articles of Incorporation and the Rules of Procedure with considerable care in the year under review. We regularly advised the Board of Management on the running of the company and oversaw its activities. The Supervisory Board was involved directly and at an early stage in all decisions of fundamental significance for the company.

The Board of Management briefed us regularly, promptly and comprehensively, both orally and in writing, on the corporate planning, the progress of business, the strategic development and the current position of the group. Based on the Board of Management’s reporting, we discussed in detail the business performance as well as decisions and processes of importance for the company. Deviations in the business performance from the planning were explained individually to the Supervisory Board and discussed at length by the Supervisory Board. The Board of Management coordinated the strategic direction of the company with us. After thorough examination and consultations, the Supervisory Board and the appropriate Supervisory Board committees approved the resolution proposals put forward by the Board of Management. As Chairman of the Supervisory Board, I was moreover in regular contact with the Board of Management and remained abreast of the current development of the company’s business. I was informed in a timely manner by the Spokesman of the Board of Management of important occurrences that are of material significance for evaluating the situation, progress and management of the company.

During the 2014 financial year the Supervisory Board considered the economic position and operational and strategic development of the company and its divisions at length in four ordinary meetings, which took place on March 10, May 14, September 25 and December 12, 2014, on the basis of the written and oral reports by the Board of Management. The Supervisory Board was informed of and discussed significant business occurrences within the company, as well as its strategy and the implementation thereof, and also its approach to risk management. The economic development of the company and of its subsidiaries was discussed in depth. At an extraordinary meeting of the Supervisory Board on July 14, 2014 we considered the submission of a bid within the context of an M&A project. Even if we ultimately did not pursue this transaction further, the Board of Management and Supervisory Board demonstrated their ability to act and provided evidence of the company’s capacity to respond swiftly and decisively. All members of the Supervisory Board and Board of Management attended all meetings with the exception of those on May 14 and July 14, 2014.

The Supervisory Board approved those transactions which require its approval in accordance with the statutory provisions and the articles of incorporation. These include decisions and measures which are of fundamental significance for the financial position and financial performance of the company.

Important topics in 2014 were:

  • The economic development (revenue and profit) of the company, and in particular of its newest majority interests and of their integration
  • The 2013 financial statements and the passing of the appropriate resolution
  • The resolution proposals and agenda items for the Shareholders’ Meeting, in particular the proposal to conclude a control and profit transfer agreement between technotrans AG and Termotek AG as well as between technotrans AG and gds AG
  • Modifying conversion of Termotek AG and gds AG to the legal form of GmbH (private limited company)
  • The strategic positioning and development of the company’s divisions
  • Technology management and innovation, product development overview
  • Liquidity planning and financing
  • The general acquisitions strategy and the negotiations resulting from this
  • Budgeting for the 2015 financial year, which encompassed revenue, cost, earnings, investment and personnel targets, as well as rough targets for subsequent years
  • Aspects of risk management, compliance and corporate governance

The members of the Supervisory Board are sufficiently independent and have sufficient time to act as non-executive directors. No conflicts of interest arose during the period under review. Pursuant to Article 5.6 of the German Corporate Governance Code, the Supervisory Board conducted an efficiency audit by means of a structured approach. It reached the conclusion that the Supervisory Board exercises its role efficiently, though it is to be noted that this examination regularly suggests details that could be improved upon.

To enable it to fulfil its duties more efficiently, the Supervisory Board has formed three committees. The Nominating Committee (members: the shareholders’ representatives on the Supervisory Board) proposes suitable candidates for elections to the Supervisory Board. The Nominating Committee did not meet in 2014.

An Audit Committee has in addition been formed (members: Dieter Schäfer; Helmut Ruwisch; Heinz Harling) as well as a Committee for Board of Management Affairs (Personnel Committee; members: Heinz Harling; Dr Norbert Bröcker; Helmut Ruwisch). The latter met once and dealt in particular with the composition of the Management Board and with drawing up the contracts and agreeing the remuneration of the members of the Board of Management. At the committee’s proposal, the full Supervisory Board unanimously approved the extension of contract (three years) for Henry Brickenkamp (Chief Executive Officer) and Dirk Engel (Chief Financial Officer) at its meeting in December 2014.

The Audit Committee met twice, in the presence of the auditors and the members of the Board of Management, and concerned itself with matters relating to the annual financial statements, the presentation of the accounts, controlling and risk management. Other aspects included fiscal matters, compliance, assuring the independence of the auditors, commissioning the auditors with the audit mandate and identifying the priority areas for the audit, and agreeing the fee. The interim reports to be published were discussed in advance by the members of this committee.

The audit reports and documents for the accounts as well as the Board of Management’s proposal on the appropriation of profit for the 2014 financial year were sent to all Supervisory Board members in good time. They were discussed in depth by the Audit Committee and at the Supervisory Board meeting on March 9, 2015. The firm of auditors, represented by the two independent auditors appointed to carry out the task, also attended both meetings. They reported on the principal findings of their audit and were available to answer further questions and provide supplementary information. The annual financial statements of the parent company and the Consolidated Financial Statements for the 2014 financial year have both been granted an unqualified audit certificate. Following our own examination of the annual financial statements, the Consolidated Financial Statements and the Combined Management Reports, we approved the auditors’ findings and signed off the annual and Consolidated Financial Statements at the meeting on March 9, 2015. The annual financial statements are thus established. The Supervisory Board endorses the proposal by the Board of Management on the appropriation of profit.

In accordance with the corresponding recommendation In the German Corporate Governance Code, the Supervisory Board members of technotrans AG disclose any conflicts of interest to the Supervisory Board without delay. The Deputy Chairman of the Supervisory Board Dr Norbert Bröcker is partner in the law firm Hoffmann Liebs Fritsch & Partner. The law firm Hoffmann Liebs Fritsch & Partner provided legal advice for technotrans AG on a variety of topics in the past financial year. The Supervisory Board of technotrans AG approved the involvement of Hoffmann Liebs Fritsch & Partner as well as the consultancy fees arising. To avoid any conflicts of interest, Dr Bröcker abstained from these votes. No other potential conflicts of interest that are to be disclosed to the Supervisory Board and would need to be reported at the Shareholders’ Meeting arose in the year under review.

The Supervisory Board would like to thank the Board of Management and all employees of the group for their commendable dedication. Together they showed great dedication in shaping the company’s development in the 2014 financial year. Our particular thanks are due to the employees’ representatives, who yet again cooperated constructively and openly with the company’s corporate bodies, and to the shareholders, many of who have now been involved in technotrans AG for quite a number of years.

On behalf of the Supervisory Board

Heinz Harling
Chairman of the Supervisory Board