Committees of the Supervisory Board
The Supervisory Board has formed five committees from among its members that support it in its work.
Last year, the General/Nominating Committee held eleven meetings, six of which were extraordinary meetings. In accordance with the rules of procedure for the Supervisory Board, the General Committee prepared the resolutions of the Supervisory Board and, within this context, addressed the current status of the negotiations with the European Commission, particularly at the beginning of the year, as well as addressing Management Board matters, in particular the timing of, and procedure for, changes at the top of the Management Board and the reduction of the size of the Management Board. Where necessary, resolutions were passed or the Supervisory Board was provided with recommendations on the passing of resolutions.
The Risk Committee met four times during the last financial year and passed one written resolution in writing. Following the cancellation of a meeting that had originally been planned, the Committee was also provided with relevant documents outside of a meeting. Representatives of the auditor of the annual financial statements also took part in the meetings on a regular basis. The Risk Committee took an intensive look at the Bank’s risk position and risk management system. Within this context, it addressed the Strategic Risk Framework, which provides the risk framework for business strategy and planning. In addition to the risk strategy principles, the Strategic Risk Framework (SRF) contains the Risk Appetite Statement (RAS) that is drawn up in line with the requirements set out by the Financial Stability Board (FSB). The SRF also consolidates the risk strategies, the methods for arriving at the RAS, the risk limits and risk guidelines, as well as SRF governance, i. e. the processes, roles and responsibilities within the context of the SRF. Individual commitments that are significant to the Bank were also discussed, such as the portfolio reports on the individual asset classes, which are submitted on a regular basis. The Risk Committee sought information on all commitments subject to a submission requirement and granted its approval for those business transactions requiring approval by law. In particular, reports on current events and developments, and their impact on the risk situation, were made to the Committee at all of its meetings. The extent to which the incentives set by the Bank’s remuneration systems take the Bank’s risk, capital and liquidity structure into account was assessed at a joint meeting of the Risk Committee and the Remuneration Control Committee.
The Audit Committee met three times in 2016 and also received additional relevant information outside of its meetings. Representatives of the auditor of the annual financial statements took part in all of the meetings. At its first meeting held on 7 June 2016, the members of the Audit Committee discussed the Bank’s annual and consolidated financial statements for 2015, as well as the corresponding audit reports, together with the auditor of the annual financial statements. Within this context, the Audit Committee also addressed the Dependent Company Report. The Committee reviewed the independence of the auditor of the annual financial statements in accordance with the requirements set out in the German Corporate Governance Code based on the declaration of independence issued by the auditing firm, and prepared the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor of the annual financial statements for 2016. At the meeting of the Audit Committee held on 24 August 2016, the auditor of the annual financial statements presented its results of the review of the half-year financial report and discussed them with the Committee before the report was published. This meeting was also used to discuss the initial results of the audit of the annual financial statements with the Committee. The Audit Committee also acknowledged the new requirements to be met by the Audit Committee and the Supervisory Board as a result of the EU audit reform. At the meeting held on 7 December 2016, the Audit Committee addressed the project to implement the requirements resulting from the EU audit reform in detail.
The Committee discussed the corresponding reports to satisfy itself as to the effectiveness of the risk management system – in particular the internal audit and internal control system. Furthermore, the Committee discussed the results of the securities account audit and the audit of investment services pursuant to the German Securities Trading Act (WpHG). Finally, the topics covered by the meeting also included current reports on IT restructuring and IT strategy.
The Remuneration Control Committee met three times in the reporting year and also held an additional joint meeting with the Risk Committee. It took an in-depth look at the Bank’s remuneration systems and received regular reports on the status of the implementation of the requirements resulting from the German Ordinance on the Remuneration of Financial Institutions (Institutsvergütungsverordnung), and on the current status of statutory developments relating to remuneration in the banking sector. The remuneration officer also reported on the Remuneration Control Committee on the results of his control activities and presented his remuneration control report, which has to be prepared once a year, to the Committee. The Chairperson of the Remuneration Control Committee consulted the remuneration officer on relevant issues on a regular basis even outside of the meetings.
There was no need for any meeting of the Mediation Committee, which is to be set up in accordance with the provisions of the German Co-Determination Act (Mitbestimmungsgesetz), in 2016.
The Chairpersons of the Committees regularly reported to the Supervisory Board during the subsequent plenary sessions about the work and results of the Committees’ deliberations.