Meetings of the Supervisory Board
The Supervisory Board held eleven meetings in the 2016 financial year, six of which were convened as extraordinary meetings.
At all ordinary meetings, the Management Board provided the Supervisory Board with information, based on the figures for each quarter, on the Bank’s current financial situation, business developments on the whole and in the individual business segments, as well as in relation to the current business plan, on the risk situation, capital development and on the liquidity and funding situation. The Management Board also provided the Supervisory Board with regular information on the current status of the EU proceedings and their implementation. The Supervisory Board subjected the reports to critical analysis and, in some cases, requested additional information and documents. The Supervisory Board also addressed various Management Board matters. The auditor of the annual financial statements took part in the Supervisory Board meetings on a regular basis and was available to provide the Supervisory Board with supplementary information.
In addition, two further training events were held for the Supervisory Board in the 2016 financial year. These were used to explain and discuss not only practical issues relating specifically to the Bank, but also new supervisory law developments as well as rights and obligations in connection with the privatisation process.
The meeting held on 11 February 2016 focused on an intensive assessment of the financial, investment and workforce plan for 2016-2018 submitted by the Management Board. The Supervisory Board also addressed its Corporate Governance Report and Declaration of Conformity, as well as the Report of the Supervisory Board for the 2015 financial year. The current challenges facing the corporate business were the subject of an intensive discussion on the basis of a presentation on the Corporate and Wealth Management business segments. A report on the Asset Management implementation project, with the aim of achieving more favourable refinancing for infrastructure projects, was another issue that was addressed. Finally, the Supervisory Board approved the conclusion of an assumption of contract agreement on a partial profit and loss transfer agreement (silent participation) at this meeting.
At its extraordinary meeting held on 16 March 2016, the Supervisory Board looked exclusively at the current status of the EU proceedings and the consequences for the 2015 annual financial statements, whose preparation and adoption were delayed.
At the meeting held on 23 March 2016, the Supervisory Board appointed Mr Temp as a member of the Management Board for a further period of office leading up to 30 April 2019. The Supervisory Board also approved the conclusion of an assumption of contract agreement on four partial profit and loss transfer agreements (silent participations). The Supervisory Board’s agenda also included the discussions on the “Report on equity investments”, “Overview of secondary employment relationships of Management Board members” and the “Report on donations” of HSH Nordbank, which are conducted once a year.
On 9 May 2016, the Supervisory Board passed a resolution approving the resignation of Mr von Oesterreich as member and Chairman of the Management Board, and the resignation of Mr Wittenburg as member of the Management Board, both with effect from 10th June 2016. The Supervisory Board also appointed Mr Ermisch as Chairman of the Management Board with effect from 10 June and Mr Gatzke as member of the Management Board with effect from 1 July 2016. The Supervisory Board also passed a resolution on an update to the Declaration of Conformity with the German Corporate Governance Code, which was necessary due to the delay in the annual financial statements.
The meeting held on 24 May 2016 focused on the imminent portfolio transfer to the federal states. The Supervisory Board analysed the relevant content and contracts in detail and made corresponding resolution proposals to the Annual General Meeting. One day before the relevant extraordinary general meeting on 29 June 2016, the Supervisory Board addressed the documents, which were now final, once again and approved the execution of the portfolio transaction on the basis of these final documents. The resolution proposals of the Supervisory Board for the Annual General Meeting were also set out in greater detail accordingly.
The meeting on the annual financial statements, which had been postponed, was held on 8 June 2016. As a result, the main issue covered at this meeting was the approval, based on the recommendation made by the Audit Committee, of the annual financial statements and consolidated financial statements for 2015 following the Supervisory Board’s own assessment and prior discussion with the auditor of the annual financial statements. The other standard resolutions to be passed within this context regarding the recommendations to be made to the ordinary Annual General Meeting were also passed. The Supervisory Board also used this meeting to discuss the target achievement level of the Management Board for the 2015 financial year and to pass a resolution on the Management Board targets for 2016. In addition, the Supervisory Board was consulted on the appointment of a new deputy remuneration officer for the Bank.
At its meeting held on 25 August 2016, the Supervisory Board passed a resolution on an amendment to the guidelines in the lending business, which was necessary, in particular, as a result of organisational changes within the Bank. It also approved, in line with the articles of association, the sale of two Airbus A320-200 passenger aircraft owned by a group subsidiary of the Bank as a result of a bailout acquisition. It also received, among other things, a report on the conclusion of a new D&O insurance policy. As Management Board members of the Bank can also be classed as officials, the Supervisory Board had to review the procedure governing the acceptance of gifts or other advantages by Management Board members. This procedure was amended accordingly at the following meeting.
The extraordinary meeting held on 13 October 2016 focused on the report on the Bank’s position and, in particular, the status of the implementation of the EU decision.
On 8 December 2016, the Supervisory Board held its last ordinary meeting of the year, addressing issues including the outcome of its efficiency review pursuant to Section 25d of the German Banking Act (KWG) and the evaluation of the Management Board. The history and role of the Advisory Board were the subject matter of a Management Board report for topical reasons. The fact that Dr Morgan had left the Risk Committee at the end of the year meant that a new member had to be elected. This resulted in Dr Nimmermann being elected to the Risk Committee with effect from 1 January 2017. The Supervisory Board also passed a resolution on an amendment, of a more editorial nature, to the rules of procedure of the Management Board. Finally, the Supervisory Board acknowledged the annual report of the Management Board on the structure of the remuneration systems of HSH Nordbank.
The planned market portfolio transaction prompted another extraordinary meeting of the Supervisory Board in the reporting year, namely on 22 December 2016. The Supervisory Board was provided with detailed information on the current status of the procedure.
Where individual members of the Supervisory Board were affected by resolutions passed by the Supervisory Board or its committees, either in person or on account of their function, or if other potential conflicts of interest arose, then these members did not participate in the deliberations and resolutions in the executive body concerned. The number of other significant mandates held by the Supervisory Board members can be found in the Corporate Governance Report in this Annual Report.
All members of the Supervisory Board took part in at least half of the meetings of the Supervisory Board and the committees of which they are members. The participation rate in all meetings among all members came to around 91 per cent in 2016.