Report of the Supervisory Board
Dear Shareholders and BusinessPartners,
We look back upon an especially dynamic fiscal year of strong growth for Sartorius. The company performed excellently in both divisions and all regions, further expanding its profitability. In view of our business portfolio, the sales transaction of the Industrial Technologies Division announced before the year end was sold in February as planned, and two relatively small companies were purchased during the reporting year. In addition, Sartorius achieved its financial targets raised during the past year and, in part, exceeded them.
In fiscal 2015, the Supervisory Board intensively dealt with the situation and prospects of the company. We advised the Executive Board and performed the tasks assigned by German corporate law and the company’s Articles of Association. The Executive Board kept us informed by providing regular, prompt and detailed reports, both written and verbal, about all relevant corporate planning and strategic development issues, the progress of business in the divisions, the situation of the Group, including its risk situation, risk management and internal control systems, and about compliance. All of the company's significant transactions were discussed in depth by the respective committee responsible, as well as by the full Supervisory Board, on the basis of the reports provided by the Executive Board. Following thorough review of the Executive Board's reports and proposed resolutions, we voted on these to the extent that our vote was required.
Cooperation between the Supervisory Board and the Executive Board was always characterized by openness, constructive dialogue and trust.
Focus of the Supervisory Board’s Conferences
In the reporting year, the Supervisory Board convened at four ordinary meetings and two extraordinary conferences, which the Executive Board also attended, provided these meetings did not concern the latter board's matters. We regularly conferred on the development of sales revenue, earnings and employment for the Group; the financial situation of the company and of its affiliates; and on strategic projects.
At our meeting on February 24, 2015, we fully reviewed the annual and consolidated financial statements for fiscal 2014 and endorsed them based on the reports given by the Audit Committee and the independent auditors who were present during this item of the agenda. Moreover, we thoroughly discussed and approved the agenda, along with the proposed resolutions, for the 2015 Annual Shareholders' Meeting and the proposal for appropriation of the annual profit. In this connection, upon the Audit Committee's recommendation, the Supervisory Board resolved to submit a proposal to the Annual Shareholder's Meeting for the appointment of KPMG Wirtschaftsprüfungsgesellschaft as the new statutory auditors. In addition, we defined the adjustment of Executive Board remuneration in 2015. Moreover, the Executive Board informed us about the negotiation status of acquisition projects, gave a progress report on various operating measures to support the strong growth of the Bioprocess Division and reported on the status of the investment projects under way at the Goettingen location.
At the meeting on April 9, 2015, we thoroughly deliberated on the planned acquisition of BioOutsource Ltd. and consented to proceed with this transaction. Furthermore, we also approved the budget for 2015, which had been revised once more after the sale of the Industrial Technologies Division. We also revised the annual targets for the Executive Board according to the company's updated budget.
After an in-depth briefing by the Executive Board at the extraordinary Supervisory Board meeting on May 18, the latter consented to the acquisition of Cellca GmbH. In addition, the Executive Board reported on various M&A transactions on the bioprocess market.
A further extraordinary Supervisory Board meeting on June 15, 2015, revolved around legal matters and the progress of the acquisition projects under way.
On August 30 and September 1, 2015, the Supervisory Board met at the Group site in Aubagne, France, for a two-day conference focusing on corporate strategy. After a review of the period from 2012 to 2015, we concentrated our discussions on product and brand strategies up to the year 2020. The Executive Board addressed global production capacity planning in its report and gave us an overview on the mid-range targets and initiatives of the Finance, IT and HR units. We also received information based on a report given by the Audit Committee on the subjects of risk management and internal auditing. In a further item on the agenda, we dealt with the implementation of the gender quota at the gender quota at Sartorius Sartorius in compliance with German law and passed the required resolutions that are described in detail in the "Report and Declaration on Corporate Governance". Furthermore, the Supervisory Board Chairman gave an overview on the new provisions of the Corporate Governance Code and on the German Statutory Audit Reform Act in compliance with the European Regulation No. 537.
At the meeting on December 8, 2015, corporate governance topics on the agenda were also discussed in depth. After our consultations, we decided upon the wording of the Declaration of Compliance in accordance with the German Corporate Governance Code. This declaration confirms that Sartorius complies with the recommendations of the current code to the full extent. In addition, we updated the rules of procedure for the Supervisory Board and the Executive Board and dealt with the results of our efficiency review of the Supervisory Board's work. In a further item on the agenda, the Executive Board informed us about the rollout status of the new Group-wide ERP system and additional projects related to implementation of the Sartorius 2020 strategy. In addition, we also approved the budget submitted by the Executive Board for 2016. Given the substantial increase in Sartorius share prices during the reporting year, we discussed the option, moreover, of proposing a share capital increase by use of retained earnings to issue new shares (“share split”).
Activity Report of the Committees
Four committees support the work of the Supervisory Board. They prepare topics that are then dealt with by the full Supervisory Board and, in individual cases, take decisions in lieu of the full board, as far as permitted. The committee chairpersons reported regularly to the Supervisory Board on the details of their committee work.
The Executive Task Committee met six times during the reporting year. These meetings revolved around various strategic measures for the company. Furthermore, the committee dealt with matters involving the Executive Board and prepared for decisions on the remuneration of the latter. The committee also received information on the progress of various Group projects. In addition, the Executive Task Committee thoroughly considered succession planning for top managers, as well as the amendments to Corporate Governance Code, to prepare resolution proposals to be approved by the full Supervisory Board.
In the year under review, the Audit Committee held five meetings. The committee prepared for the full Supervisory Board's conference on endorsement and approval of the consolidated annual financial statements for fiscal 2014 and discussed the quarterly and first-half financial reports of 2015. A further focus was on monitoring the effectiveness of internal auditing and the Group-wide risk management and internal control system, as well as on measures for further improvement of compliance. The committee also conferred on the subjects of Group financing. Beyond these items, the committee reviewed the internal Auditing Department report, which did not
indicate any material discrepancies in business trans-actions, and also considered the department's plans for the upcoming months. With respect to the audit of the annual financial statements for fiscal 2015, the committee confirmed the independence of the auditors and deliberated in detail on selecting auditors to recommend at the Annual Shareholder’s Meeting for appointment and commissioning these appointed auditors to perform an audit review, as well as on defining and monitoring the audit procedure and the focal points of the audit.
The Nomination Committee met once in the past fiscal year. At this meeting, we considered the composition of the Supervisory Board with a view toward the pending election of members to this board at the Annual Shareholders' Meeting in 2017. The Conciliation Committee pursuant to Section 27, Subsection 3, of the German Codetermination Law ("MitBestG") did not have to be convened.
Audit of the Annual and Consolidated Financial Statements
The annual and consolidated financial statements prepared by the Executive Board for fiscal 2015 and the management report of Sartorius AG were reviewed by the independent auditing company KPMG Wirtschaftsprüfungsgesellschaft, based in Hanover, Germany. This company had been commissioned by the Audit Committee of the Supervisory Board pursuant to the resolution passed at the Annual Shareholders’ Meeting on April 9, 2015. The independent auditors issued an unqualified audit certificate. They attended the Audit Committee meeting on February 24, 2016, and the Supervisory Board Meeting on February 25, 2016, and reported on the essential results of their audits. Sufficient time was allotted for discussion of all issues with the auditors. Written information and audit reports had been sent to all Supervisory Board members on time and were discussed in detail during the meetings mentioned. On the basis of its own examination of the annual Sartorius AG and consolidated financial statements, the Sartorius AG management report and the Group management report, the Supervisory Board concurred with the results of the audit conducted by KPMG and, at the meeting on February 25, 2016, endorsed the financial statements of Sartorius AG and the Group on recommendation by the Audit Committee. The annual financial statements were thus approved. The Supervisory Board and the Executive Board will submit a proposal at the Annual Shareholders’ Meeting on April 7, 2016, that shareholders be paid dividends of €1.52 per preference share and €1.50 per ordinary share from the retained profit.
Composition of the Supervisory Board and the Executive Board
In fiscal 2015, there were no personnel changes in the Supervisory Board or the Executive Board.
The Supervisory Board would like to thank the Executive Board and all employees around the world for their great commitment and exceptionally successful work throughout the fiscal year ended. In addition, the Supervisory Board expresses its appreciation to its shareholders for the confidence they have shown yet again in the company.
Munich, February 2016
For the Supervisory Board
Prof. Dr. Dres. h.c. Arnold Picot