Meetings of the Supervisory Board
The Supervisory Board held ten meetings in the 2017 financial year, five 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 performance on the whole and in the individual business segments as well as in relation to the current business plan, on the risk situation, changes in capital 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 auditors of the annual financial statements took part in the Supervisory Board meetings on a regular basis and were available to provide the Supervisory Board with supplementary information.
In the meetings held on 18 and 26 January 2017 the Supervisory Board dealt intensively with the sale of the market portfolio and passed corresponding resolutions.
The focus of the meeting held on 16 February 2017 was the thorough discussion of the financial, investment and human resources plan for 2017–2019 submitted by the Management Board. The Supervisory Board also dealt with its Corporate Governance Report and Declaration of Conformity as well as the Report of the Supervisory Board for the 2016 financial year and the treatment of hidden reserves and profit participation certificates, whose loss participation depended on the accumulated losses of the 2016 financial year. The Supervisory Board also took note of a report on the asset management implementation project.
The main subject matter of the meeting held on 29 March 2017 was the approval, based on the recommendation made by the Audit Committee, of the annual financial statements and consolidated financial statements for 2016 following the Supervisory Board‘s own assessment and prior discussion with the auditors of the financial statements. The other standard resolutions to be passed regarding the recommendations to be made to the ordinary Shareholders‘ Meeting were also passed. The Supervisory Board also used this meeting to discuss the target achievement level of the Management Board for the 2016 financial year and to decide the Management Board targets for 2016. In addition to the resolutions relating to the annual financial statements, the Supervisory Board also dealt with the approval of two intercompany agreements to amend existing silent articles of association. The Supervisory Board’s agenda also included 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 15 June 2017, the Supervisory Board passed a resolution approving the sale of a sub-portfolio as part of the market portfolio transaction and also addressed the regulatory requirements regarding the management of non-performing loans (NPL strategy).
The topic of the market portfolio transaction was again on the agenda of the meeting held on 30 August 2017, at which the Supervisory Board took note of one case and passed a resolution on another transaction. Furthermore, the Supervisory Board was informed of the current amendments to the German Corporate Governance Code.
The Supervisory Board approved the sale of an equity investment in an extraordinary meeting held on 15 September 2017 and the change in the auditors due to the external mandatory rotation of auditors of financial statements in another extraordinary meeting held on 11 October 2017.
Another extraordinary meeting was subsequently held on 29 October 2017, at which the Supervisory Board was informed of the current status of the privatisation process.
The last ordinary meeting of the year was held on 28 November 2017, at which the Supervisory Board also addressed the results of its efficiency review carried out in accordance with Section 25d of the German Banking Act (KWG) and the evaluation of the Management Board in addition to Management Board matters. The Management Board also presented and explained its annual report on the structure of the remuneration systems. Due to a change in the Supervisory Board the Supervisory Board also addressed the election of a member to the Audit Committee.
The Supervisory Board also passed two resolutions in the reporting year by way of a written resolution procedure, one of which related to the targets for the quota of women on the Management Board and Supervisory Board.
The Supervisory Board also furthered its education in various areas over the past year. The nature of the presentations made at the Supervisory Board meetings were partly educational for this purpose. Examples of this include the topics of IFRS9, the approach adopted for the privatisation process, non-financial reporting in the Management Report in accordance with Section 289 be HGB, German Ordinance on the Remuneration of Financial Institutions (Institutsvergütungsverordnung), different topics concerning the shipping markets and IT security management.
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.
One member of the Supervisory Board attended less than half of the Supervisory Board meetings. This related to a conflict of interests regarding the privatisation process, in light of which the Supervisory Board member concerned did not attend the committee meetings in the first five months of the year under an appropriate agreement reached with the Chairperson of the Supervisory Board. The Supervisory Board member concerned attended four of the ten Supervisory Board meetings. Another Supervisory Board member attended less than half of the meetings of one Committee, of which he is a member. This committee met three times in the reporting year and the member only attended one of the meetings.
All other members of the Supervisory Board attended at least half of the meetings of the Supervisory Board and its committees, of which they are members.