Supervisory Board Report

Prof. Klaus Josef Lutz
Chairman of the Supervisory Board

 

Ladies and Gentlemen,

 

During the 2017 fiscal year, the Supervisory Board of Giesecke & Devrient GmbH performed all its duties as stipulated by legal provisions and the Articles of Incorporation. The Supervisory Board duly monitored the Management Board and discussed issues of note with its members.

At meetings of the Supervisory Board, the Management Board provided regular, comprehensive information about the situation of the company and the Group as a whole. The Supervisory Board additionally received updates on G+D’s performance and finances in the form of quarterly reports. Outside the scheduled meetings, the Chairman of the Supervisory Board was also in regular contact with the Management Board and was kept informed of current issues.

Based on detailed reports from the Management Board, the Supervisory Board held three scheduled meetings to review the company’s economic situation, including major investment decisions and technology projects. The Supervisory Board also considered the risk report and the Group’s risk management system.

As in the previous year, a strategic issue under discussion at all of the Supervisory Board meetings was the global trans­formation of the G+D Group into a holding company with four independent subgroups. The legal aspects of this process were concluded as of June 30, 2017. In this context, capital increases in individual Group companies were also approved by the Supervisory Board. Likewise in response to the new holding structure, the Management Board reported to the July meeting on the procedure for making the necessary adjustments to corporate governance and, in particular, to the compliance management system, the risk management process, and the internal control system.

During one meeting, the Supervisory Board also focused on the establishment of Giesecke+Devrient advance52 GmbH, which brings together the Group’s digitali­zation initiatives, and approved the signing of a profit and loss transfer agreement between this newly established company and Giesecke & Devrient GmbH.

At another meeting, the Supervisory Board dealt with the planned relocation of a production facility for the Mobile Security and Veridos subgroups from Slovakia to Spain and Greece. It also discussed the transfer of parts of the Prinzregentenstrasse site in Munich, which the company may no longer need in the future, into the ownership of the family shareholders.

The Supervisory Board dealt with a number of HR matters in the reporting year. At its July meeting, it agreed on target figures for increasing the number of women on the Supervisory Board and the Management Board by March 31, 2022. These targets are published in the management report in accordance with the German law on equal participation of women and men in leadership positions in the private sector.

The Supervisory Board duly received the annual financial statements and management report of Giesecke & Devrient GmbH for the period ending December 31, 2017, prepared in accordance with the German Commercial Code (HGB), and the consolidated financial statements and Group management report for the period ending December 31, 2017, prepared in accordance with IFRS, along with the auditor’s report. 

The annual and consolidated financial statements were examined by the auditor, KPMG AG, which issued an unqualified audit opinion.

The auditor attended the meeting of the Supervisory Board on April 11, 2018, at which the financial statements were discussed. In the course of this meeting, the auditor reported on the main findings of the audit, in particular regarding the compliance management system for the Currency Technology subgroup and the internal control system in relation to the financial reporting process, and answered questions from the Super­visory Board. The Supervisory Board accepted KPMG AG’s audit opinion on both sets of financial statements.

The Supervisory Board concluded its review with no objections raised. It approved the annual and consolidated financial statements, including the corresponding management reports, at its meeting on April 11, 2018.

Stefan Auerbach stepped down from the Management Board as of April 6, 2017. The Supervisory Board would like to thank Mr. Auerbach for his contribution to the company’s success and wishes him all the best for the future.

The above-mentioned restructuring of the Group into a holding company with subgroups effective June 30, 2017, also entailed reorganization of the management structure. Since that point in time, the Management Board of Giesecke & Devrient GmbH and thus of the Group has comprised Ralf Wintergerst as Chairman and CEO, and  Dr. Peter Zattler as CFO. Dr. Wolfram Seidemann was appointed Chairman of the Management Board and CEO of the spun-off Currency Technology subgroup. Carsten Ahrens took up the same position in the new Mobile Security subgroup. Hans Wolfgang Kunz, Chairman of the Management Board and CEO of the existing Veridos subgroup, and Dr. Rainer Baumgart, Chairman of the Management Board of the existing secunet subgroup, continue to hold these positions.

The Supervisory Board wishes to thank the Management Board, all employees, and the Works Councils of the G+D Group for their efforts and high degree of personal commitment during the 2017 fiscal year.  

 

Prof. Klaus Josef Lutz
Chairman of the Supervisory Board 

 

Munich, April 2018

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