Report of the Supervisory Board
Ladies and Gentlemen,
Amprion GmbH can look back on a very good financial year 2020. Even under the conditions prevailing as a result of the Covid-19 pandemic, the company has successfully fulfilled its legal mandate to expand and upgrade the power grid in line with demand and has set a course for its future. In addition to an overall increase in the size of our workforce, the management team was expanded to include the post of Chief Financial Officer (CFO). Peter Rüth took up this role on 1 April 2020 and assumed responsibility for ensuring both Amprion’s continued economic stability as well as the efficient financing of the company’s investments in grid expansion. In addition to his function as Chief Commercial Officer (CCO), Dr Hans-Jürgen Brick took over as Chief Executive Officer (CEO). The background behind this change are Amprion’s growing responsibilities in the efforts to restructure Germany’s energy system. These are reflected in the increasing number of projects, such as offshore developments, as well as in new technologies and the large number of new employees who have joined the company.
On 25 August 2020, the Supervisory Board resolved to appoint Dr Hendrik Neumann to the management team to replace Dr Klaus Kleinekorte as Chief Technical Officer (CTO). Dr Neumann took up his role on 1 January 2021, with Dr Kleinekorte set to retire during the course of the year. We would therefore like to take this opportunity to thank Dr Kleinekorte for his magnificent contribution to Amprion’s success and for his support in successfully managing the generational change in the company’s management team.
The Supervisory Board monitored the company’s development throughout 2020. The Supervisory Board fulfilled all duties incumbent upon it under the law and articles of association and, in particular, performed its supervisory and advisory functions vis-à-vis the management. To this end, the Board requested written and verbal reports from the managing directors regarding the status of commercial operations, fundamental issues of business policy and the position and development of the company. Furthermore, the Board discussed significant business transactions with the Management Board in depth and took all necessary decisions. Moreover, the Chairman of the Supervisory Board also discussed important individual transactions and matters of corporate strategy and business policy in meetings held with management outside the Supervisory Board meetings, in preparation for the committee meetings. Furthermore, the Audit Committee performed all duties and responsibilities required of it by company articles and, in particular, carried out all preparations for approval of the annual financial statements by the Supervisory Board.
The Supervisory Board held four meetings over the course of the reporting period. These meetings focused on the detailed reports submitted by the managing directors relating to the position of the company, including the sales trends, earnings performance and the company’s strategic goals. In addition, the Supervisory Board engaged in intensive discussions regarding the financial budget submitted for 2021 and approved said budget. Furthermore, the company’s long-term investment plans through to 2030 were likewise debated in great detail and approved by the Supervisory Board. The Supervisory Board has also concerned itself with the regulatory environment in which the company operates and the pending or effected changes of the legal framework.
Additionally, in the period under review, the Supervisory Board changed from a Supervisory Board in accordance with the German One-Third Participation Act (“Drittelbeteiligungsgesetz”) to a Supervisory Board with equal numbers of shareholder and employee representatives in accordance with the German Co-Determination Act (“Mitbestimmungsgesetz”). This is required when a company’s workforce surpasses 2,000 employees, which was the case at Amprion as of July 2020. The necessary preparations for the changeover to a Supervisory Board with equal representation were made in the second half of 2020. These included, for example, amending some of the articles of association in line with the applicable statutory regulations. In addition, with the new composition of the Supervisory Board, the employee representatives should be appointed by court order with the consent of all parties involved. The main reason for this court appointment is the various statutory time limits. On the one hand, the law stipulates certain time limits for the election of employee representatives that must be met. On the other hand, there is a rigid transition period within which the company must switch to a Supervisory Board with equal representation of shareholders and employees. In order to ensure that this changeover can be carried out within the stipulated period, thereby guaranteeing a Supervisory Board with a quorum throughout, the parties have mutually agreed to appoint the employee representatives by court order. The employee representatives proposed by this method were then appointed as members of the Supervisory Board by court order at the end of October 2020. The shareholder representatives were appointed by the shareholders in mid-October 2020 at an extraordinary shareholders’ meeting at which the amendments to the articles of association were also adopted. The constituent meeting of the new Supervisory Board with equal representation of shareholders and employees was then held on 1 December 2020 in the context of the fourth ordinary Supervisory Board meeting of the reporting period. In the course of this changeover, Dr Brick was also appointed Chief Human Resources Director at the Supervisory Board meeting on 1 December 2020, in accordance with the German Co-Determination Act.
BDO AG Wirtschaftsprüfungsgesellschaft of Düsseldorf, the auditors selected in accordance with the resolution of the shareholders passed on 15 April 2020 and appointed by the company’s Supervisory Board to carry out the audit, have audited the annual financial statements and the management report of Amprion GmbH for financial year 2020, including the accounting records, and issued an unqualified auditors’ opinion.
The auditors’ report, the annual financial statements and the management report were delivered to the members of the Supervisory Board in good time, prior to the Supervisory Board meeting held on 13 April 2021, and discussed in depth at this meeting. The auditors participated in the meetings of the Supervisory Board and reported on the fundamental results of their report. Furthermore, the auditors were also available to provide supplementary information as required. The Supervisory Board has endorsed the results of the audit. For its part, the Board has studied the annual financial statements and the management report prepared by the Management Board. In accordance with the final results of its review, the Supervisory Board confirms that no objections are to be raised. The Supervisory Board has approved the management report and the annual financial statements for financial year 2020, and the financial statements are thus adopted.
The following changes were made to the composition of the Supervisory Board in financial year 2020:
Supervisory Board member Dr Rolf Martin Schmitz resigned from his post as a member of the Supervisory Board of Amprion GmbH with effect from 30 April 2020. A shareholders’ resolution adopted on 17 March 2020 elected Uwe Tigges, former member of the Management Board of innogy SE, Essen, as a member of the Supervisory Board of Amprion GmbH effective from 1 May 2020.
On the date of entry in the Commercial Register (15 October 2020) of the amendments to the articles of association required as a consequence of the changeover to a Supervisory Board with equal representation in accordance with the German Co-Determination Act, the term of office of the Supervisory Board that had been in office up to that point ended and thus, too, the term of office of all its members. At the same time, the shareholder representatives who were appointed to the newly constituted Supervisory Board at the extraordinary shareholders’ meeting held on 8 October 2020 officially became members of the newly constituted Supervisory Board with this entry in the Commercial Register. Uwe Tigges, Christian Mosel, Dr Peter-Henrik Blum-Barth, Dr Thomas Mann, Christoph Manser, Dr Michael Müller, Robert Pottmann and Fred Riedel were thus appointed as the shareholder representatives on the Supervisory Board as of 15 October 2020. Upon service of the aforementioned order of the Dortmund Local Court dated 28 October 2020, Gudrun Janßen (ver.di), Dagmar Paasch (ver.di), Nerima Uzeirovic, Natalie Kornowski, Detlef Börger-Reichert, Wolfgang Hölzle, Patrik Riehm and Frank Lefeber became new members of the Supervisory Board appointed to represent the employees.
At the Supervisory Board meeting held 1 December 2020, Uwe Tigges was unanimously elected as the new Chair of the Supervisory Board by its members.
The Supervisory Board wishes to acknowledge and express its thanks and appreciation to the management and all employees of Amprion GmbH for their commitment and the work they have performed during financial year 2020.
Special thanks also go to Heinz-Werner Ufer, who was Chair of the Supervisory Board until the changeover in October 2020 and who helped shape Amprion’s success since 2010.
Dortmund, 13 April 2021
Chairman of the Supervisory Board