Meetings of the Supervisory Board
Eight meetings of the Supervisory Board were held during the 2015 financial year, three of which were convened for extraordinary reasons. One resolution was passed in writing.
The Management Board kept the Supervisory Board informed of the Bank’s current economic situation, the business performance as a whole and in the individual business areas and in relation to the current business plan, the risk position, the trend of capital and the liquidity and funding situation during all ordinary meetings. The Supervisory Board subjected the reports to critical scrutiny and requested additional information and documents in some cases. The subject of regular reports also included status reports on the EU state aid proceedings, on the Bank’s transformation programme and on tax risks from ongoing company audits. The Supervisory Board also discussed various Management Board matters. The auditors regularly took part in the Supervisory Board meetings and were available to the Supervisory Board for additional information. The quarterly results were discussed with the Management Board in the presence of the auditor of the financial statements.
During a joint strategy discussion the Supervisory Board held in-depth talks with the Management Board on the Bank’s alignment in terms of business strategy and the upcoming challenges.
Furthermore, the Supervisory Board participated in two advanced training sessions in the 2015 financial year, in which – apart from questions relating to current trends in regulatory law – issues specific to the Bank were explained and discussed.
The meeting on 24 February 2015 focused on an in-depth discussion of the financial, capex and personnel plan from 2015 – 2017 presented by the Management Board. In addition, the targets for the Management Board were fixed for 2015. Furthermore, the Supervisory Board discussed the Report on Corporate Governance, the Declaration of Conformity and the report of the Supervisory Board for the 2014 financial year. The ongoing challenges for corporate client business were discussed in depth on the basis of a presentation on the Corporate Clients and Wealth Management business areas. Another topic was a report on the Energy & Infrastructure business area, in which among other things the target portfolio consisting of solar and wind energy as well as transport infrastructure projects was discussed.
The meeting on the annual financial statements took place on 31 March 2015. The meeting was convened primarily in order to endorse the 2014 annual financial statements and consolidated financial statements following the Supervisory Board’s own examination and previous discussion with the auditor at the recommendation of the Audit Committee. Furthermore, the other resolutions usually to be adopted in this connection on the recommendations to shareholders at their Annual General Meeting were discussed. In addition, the Supervisory Board recommended the shareholders at the AGM to approve an amendment of the Articles of Association, which had become necessary primarily due to legal/regulatory innovations. At this meeting the Supervisory Board also discussed the attainment of targets by the Management Board for the 2014 financial year. The Supervisory Board also dealt with the strategy for the Shipping business area for 2015 – 2017 against the backdrop of the still difficult situation in international shipping. The Supervisory Board furthermore discussed with the Management Board the annual report on equity holdings.
At its meeting on 29 May 2015 the Supervisory Board dealt with an amendment to the Rules of Procedure for the Management Board. In addition, Messrs. Ermisch and Wittenburg were appointed for a further period of office as members of the Management Board. Mr. Ermisch was also appointed Deputy Chairman of the Management Board. At its extraordinary meeting on 25 June 2015 the Supervisory Board discussed the succession of the Chief Risk Officer, who departed at the end of May 2015. Ulrik Lackschewitz was appointed a member of the Management Board of HSH Nordbank AG effective 1 October 2015.
At the meeting on 27 August 2015 the Supervisory Board focussed on the financial report for the first six months, which was discussed with the Management Board in the presence of the auditor. Furthermore, the Supervisory Board approved a target figure of 20%, if possible to be met by 30 June 2017, as required by the ‘Law on the equal participation of women and men in executive positions in the private and public sector’ (“Quota Act”) for the gender quota on the Management Board.
The extraordinary meeting of the Supervisory Board held on 18 September 2015 was dominated by the ongoing EU state-aid proceedings. The Management Board discussed the current status and the next steps in this process with the Supervisory Board.
The announcement of the agreement in principle between the EU Commission and the federal states of Hamburg and Schleswig-Holstein on 19 October 2015 prompted an extraordinary meeting of the Supervisory Board on 20 October 2015, at which the result was discussed and evaluated.
Implementation of the EU decision was discussed further at the meeting of the Supervisory Board on 3 December 2015. In addition, the Supervisory Board discussed the results of its efficiency audit pursuant to Section 25d of the German Banking Act. Furthermore, the update of the Declaration of Conformity on the German Corporate Governance Code and the Management Board report on the structure of the compensation systems based on the German Ordinance on the Compensation of Financial Institutions (IVV) were also on the agenda. Finally, the necessary adjustment of the Lending Guideline to match the terms and definitions in the Capital Requirements Regulation (CRR) was approved.
Where individual members of the Supervisory Board were affected by decisions made by the Supervisory Board or in its committees, either in person or on account of their position, or where other potential conflicts of interest occurred, they did not participate in the deliberations and decisions in the corporate body concerned. The number of further material mandates of the Supervisory Board members can be found in the Corporate Governance report in this Annual Report.
All members of the Supervisory Board attended at least half of the meetings of the Supervisory Board and its committees to which they belong. The attendance rate for all members for all meetings of the corporate bodies was 96% in 2015.