Committees of the Supervisory Board
The Supervisory Board formed five committees from among its members for support in its work.
The General/Nominating Committee met seven times last year, of which twice for extraordinary meetings. The General/Nominating Committee prepared the resolutions of the Supervisory Board in accordance with the Rules of Procedure of the Supervisory Board and in this connection dealt above all with Management Board matters, especially with proceedings against former Management Board members and the re-appointment of Messrs. Ermisch and Wittenburg and the appointment of Mr. Lackschewitz. As far as necessary resolutions were adopted or recommendations made to the Supervisory Board for resolutions to be adopted.
The Risk Committee met five times in the past financial year. At its meetings, which were regularly also attended by representatives of the auditors, it discussed in depth the Bank’s risk situation and risk management, particularly the risk strategy and credit, liquidity, country, market and operational risks together with tax and reputation risks. Individual exposures of importance to the Bank were discussed, as were the regularly presented risk reports on the individual asset classes. The Risk Committee sought information on all exposures subject to mandatory reporting and granted its approval on business transactions requiring approval by law. In addition, the committee received at all meetings a report on recent events and trends and their impact on the risk situation. The same applies to enquiries or audits under bank regulatory law with regard to the minimum requirements for risk management, on which the Management Board provided regular information. Furthermore, the Risk Committee dealt with the required adjustments to the internal guidelines for the lending business. The extent to which the incentives set by the Bank’s compensation systems take adequate account of the risk, capital and liquidity structure was also the subject of a Risk Committee meeting.
The Audit Committee met four times in 2015. Representatives of the auditor took part in all meetings. During its first meeting on 30 March 2015, the members of the Audit Committee discussed with the auditor the Bank’s annual financial statements and Group financial statements and the correspondent audit reports. In this context the Audit Committee also discussed the relations with associated companies (dependence report). The committee checked the independence of the auditor pursuant to the requirements of the German Corporate Governance Code on the basis of the auditing company’s declaration of independence and prepared the appointment of KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor for 2015. In addition to this, the committee obtained information on the status of current issues relating to the bank regulator. At the meeting of the Audit Committee on 26 August 2015 the auditors presented their findings of the review of the half-year report and discussed them with the committee prior to its publication. Moreover, at this meeting the initial results from the audit of the annual financial statements were discussed with the committee. The committee received regular reports on the commissioning of the auditors with non-audit services, on the work of Internal Auditing and on compliance issues. The committee confirmed the effectiveness of the risk management system – especially Internal Auditing the Internal Control System. Furthermore, the committee discussed the results of the securities account audit and the audit of securities service business pursuant to the Securities Trading Act (WpHG). It deliberated continuously on how to deal with audit findings from previous audits and of findings from non-event-driven audits by the bank regulator. Finally, the issues dealt with by the committee were rounded off by status reports on the IT changeover and a review of IT strategy.
The Compensation Monitoring Committee met three times in the year under report. At these it held in-depth discussions of the Bank’s compensation systems and regularly received reports on the status of implementing the stipulations in the Ordinance on the Remuneration of Financial Institutions. Moreover, the Compensation Officer reported to the Compensation Monitoring Committee on the results of his monitoring and presented his annual Compensation Monitoring Report to the committee. The Chairman of the Compensation Monitoring Committee also held regular exchanges with the Compensation Officer on relevant issues outside the meetings.
No meetings of the Mediation Committee that is to be formed pursuant to the provisions of the Co-Determination Act were required in 2015.
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.