REPORT OF THE SUPERVISORY BOARD
The Supervisory Board monitored the work of the Executive Board on an ongoing basis while providing intensive support and advice throughout the 2016 financial year. At regular meetings, the Supervisory Board was kept fully informed about the development of the Wilo Group’s business and all factors affecting it. Members of the Supervisory Board received regular written reports from the Executive Board on the current business situation and on current and planned Group activities. Measures requiring the approval of the Supervisory Board were discussed at length and submitted to the Supervisory Board for resolution. In addition, there was a direct exchange of information between the Chairman of the Supervisory Board and the CEO on important matters arising between the meetings.
The Supervisory Board held a total of four meetings in person and one meeting by way of correspondence in 2016.
The Supervisory Board meeting on 14 March 2016 focused on the annual financial statements and the consolidated financial statements as at 31 December 2015. The business performance of the Wilo Group in light of the global economic situation was discussed in detail. In addition, the emerging developments and how the Wilo Group is handling increasing digitalisation were discussed under the heading “Industry 4.0”. Another key topic at the meeting was the status of the location development project in Dortmund.
At its meeting on 28 June 2016, which was held at the Russian location in the Moscow region, the Supervisory Board mainly discussed the business situation, development and M&A strategy of the Wilo Group. This meeting also addressed the location development project in Dortmund.
The Supervisory Board meeting held by way of correspondence in August 2016 dealt with strategic decisions on foreign production sites and holdings.
On 20 October 2016, the Supervisory Board dealt in particular with the economic situation of the Wilo Group, which was presented and illuminated on the basis of the development of individual regions. The location development project was also addressed at this meeting. Furthermore, the Supervisory Board had an intensive discussion on current M&A activities and personnel matters.
On 14 December 2016, the Supervisory Board dealt in depth with the integrated planning 2017-2021 and the issues of product and location development. In addition, the results of the annual, international executive conference were presented.
Throughout the year, the Supervisory Board supported the ongoing development of the Wilo Group’s business policy and strategic orientation, notably with regard to new manufacturing technologies, the focus of the product portfolio and human resources planning.
Both the consolidated financial statements with the management report for the 2016 financial year presented with the annual report and the separate financial statements of WILO SE for the 2016 financial year, each comprising an income statement, statement of financial position and notes to the financial statements, have been audited and issued with an unqualified audit opinion by KPMG AG Wirtschaftsprüfungsgesellschaft, Essen, Germany. The auditor also ascertained that the internal control system (ICS) established by the Executive Board, the internal audit system and the compliance system are adequate and capable in their design and use of recognising developments that would jeopardise the company’s continued existence in good time.
The above documents were submitted to the Supervisory Board for examination in good time and subjected to comprehensive scrutiny. The auditor took part in the discussion of the annual financial statements and the consolidated financial statements in the meeting of the Audit Committee on 20 March 2017 in order to report on key audit findings and provide comprehensive supplementary information.
The Audit Committee performed preparatory work for the Supervisory Board and, in particular, also appraised the findings of the risk management system and the internal control system. In the period under review, the Audit Committee comprised Mr Felix Opländer, Prof. Bullinger and Dr Hinrich Mählmann. After the departure of Mr Felix Opländer, Prof. Norbert Wieselhuber was appointed to the Audit Committee on an interim basis. With effect from 15 December 2016, he was replaced on the Audit Committee by Mr Lars Roßner.
There are no other committees.
After thorough examination and discussion of the annual financial statements, the consolidated financial statements, the management report and the Group management report, the Supervisory Board endorsed the opinion of the auditor and approved the annual financial statements and the consolidated financial statements prepared by the Executive Board in its meeting on 21 March 2017, which was also attended by the auditor. The annual financial statements were thereby adopted. The Supervisory Board also approved the proposal for appropriation of the net profit of WILO SE.
The following personnel changes took place on the Supervisory and Executive Boards in the year under review:
The member of the Supervisory Board and Chairman of the Audit Committee, Mr Felix Opländer, died on 5 September 2016. Mr Lars Roßner was appointed to the Supervisory Board at the Extraordinary General Meeting on 13 December 2016.
On 20 October 2016, the Supervisory Board appointed Mr Mathias Weyers as an additional member of the WILO SE Executive Board with effect from 1 December 2016.
Mr Weyers’ duties and responsibilities include the Group functions of Controlling & Accounting, Finance, Internal Audit & Compliance and Group Information Management.
The Supervisory Board wishes Mr Weyers good luck and every success in his new role.
In the interests of good, responsible corporate governance, WILO SE and its executive bodies voluntarily comply with the current version of the German Corporate Governance Code. There are departures from the Code relating to the specific nature of the company (primarily as to the preparation and holding of Annual General Meetings, the publication of reports, Supervisory Board committees) on the one hand and the individual disclosure of Executive Board and Supervisory Board remuneration on the other, in which connection the statutory provisions are complied with. Detailed information on the few departures from the Code has again been compiled in full for banks and institutional partners in a declaration of compliance in line with section 161 of the German Stock Corporation Act.
Subject to the above qualification, WILO SE intends to continue to comply with the recommendations of the Government Commission on the German Corporate Governance Code in future.
Taking into consideration the difficult and uncertain political and general economic conditions, 2016 was a good financial year for the Wilo Group. The Wilo Group continued its profitable and sustainable growth course.
The Supervisory Board wishes to thank the members of the Executive Board, the employees and employee representatives of the Wilo Group for their work and tremendous loyalty, which played a key part in this success.
Dortmund, March 2017
The Supervisory Board
Prof. Dr Norbert Wieselhuber