Committees of the Supervisory Board
The Supervisory Board has formed five committees from among its members that support it in its work.
The General/Nominating Committee held six meetings in the past year, one of which was an extraordinary meeting. In accordance with the rules of procedure for the Supervisory Board, the General Committee prepared the resolutions of the Supervisory Board. Where necessary, resolutions were passed by it or the Supervisory Board was provided with recommendations on the passing of resolutions.
The Risk Committee met five times during the last financial year and passed one written resolution in writing. Representatives of the auditors 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 updating of the Strategic Risk Framework, which provides the risk framework for business strategy and planning. 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 Risk Committee also discussed individual commitments significant to the Bank and received reports on the progress made in winding down the NPL portfolios. The Risk Committee received information on all commitments subject to a submission requirement and granted its approval for those business transactions requiring approval by law and the Articles of Association. At a joint meeting with the Compensation Monitoring Committee the Risk Committee reviewed the Bank‘s remuneration systems to determine whether the incentives set by the remuneration systems take the Bank’s risk, capital and liquidity structure into account as well as the probability and maturity of deposits.
The Audit Committee held five meetings in 2017, of which one was an extraordinary meeting, and also received additional relevant information outside of its meetings. Representatives of the auditors of the annual financial statements took part in all of the ordinary meetings. The members of the Audit Committee discussed the Bank’s annual and consolidated financial statements for 2016 and relevant audit reports with the auditors. Within this context, the Audit Committee also addressed the Dependent Company Report. The Committee reviewed the independence of the auditors 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 auditors of the annual financial statements for 2017.
The auditors regularly reported on the current findings of their audit and presented the current status of the planning of the audit of the annual and consolidated financial statements. The Committee also regularly received reports on the appointment of the auditors of the financial statements to carry out non-audit engagements, the work of Internal Audit and compliance issues. The Committee discussed the relevant reports to satisfy itself as to the effectiveness of the risk management system – in particular of Internal Audit and the internal control system. Furthermore, the Committee addressed the findings 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 Dealing with the change in the auditors of the financial statements was also a main focus of the work carried out by this Committee in the reporting year.
The Compensation Monitoring Committee met three times in the reporting year and also held a joint meeting with the Risk Committee. It took an indepth 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 (Institutsvergütungsverornung) and on the current status of statutory developments relating to remuneration in the banking sector. In 2017, the Compensation Monitoring Committee addressed in particular the changes arising as a result of the amendment to the German Ordinance on the Remuneration of Financial Institutions that came into force in August 2017. The remuneration officer also reported to the Compensation Monitoring 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 also consulted the remuneration officer on relevant issues on a regular basis outside of the meetings.
There was no need for a meeting of the Mediation Committee, which is to be set up in accordance with the provisions of the German Co-Determination Act (Mitbestimmungsgesetz), to be held in 2017.
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.