Supervisory Board activities in the 2017 financial year
We continually monitored the Board of Management’s activities in managing the business and the Group as a whole. Specifically, this supervisory role consisted of ensuring that these activities were lawful, compliant, appropriate, and efficient.
The primary prerequisites for fulfilling this role were the Board of Management’s written and oral reports. The Board of Management kept us regularly informed in good time on corporate strategy, planning, business development of the Group and its different segments, the risk situation, risk management, compliance, innovation focuses, and any deviations in the business development from original plans, as well as significant business transactions involving the Company and its significant subsidiaries and associates.
The Board of Management fulfilled its duties to inform quickly and in full. The Board of Management’s reports met all statutory requirements, the standards of good corporate governance, and the criteria imposed on them by us with regard to both content and scope. In addition to the reports, we requested and received supplementary information. We reviewed, critically analyzed and verified the plausibility of these reports and other information.
The Rules of Procedure of the Board of Management and Supervisory Board include a list of transactions and measures for which the Board of Management has to obtain approval from the Supervisory Board. We met with the Board of Management to discuss and thoroughly review the business transactions and measures presented to us in the 2017 financial year for approval in line with the aforementioned document. We approved the transactions and measures submitted for resolution.
The frequency of plenary and committee meetings mean that we are in close contact with the Board of Management. The Board of Management also reports on individual issues in writing or in discussions between the meetings. In addition, the Chairman of the Supervisory Board is in contact with the Chairman of the Board of Management at regular appointments at which current business transactions, strategy issues, planning, business development, the risk situation, risk management, and compliance, as well as other significant events, are discussed.
In the 2017 financial year, nine Supervisory Board meetings, a one-day off-site conference, and 25 meetings of the Supervisory Board committees took place. The overall average participation rate was 93 percent. Written votes were used where resolutions were required between the meetings.
In the Supervisory Board meeting on January 17, 2017, we dealt with spectrum acquisition in the United States.
In the meeting on March 1, 2017, in the presence of the external auditor, we dealt with the Company’s 2016 annual financial statements and consolidated financial statements, as well as the Group management report, which is combined with the management report of Deutsche Telekom AG (combined management report). Our approval of the 2016 annual financial statements was based on the recommendation of the Audit Committee, which had previously checked the documents in detail. We agreed to the Board of Management’s proposal on the appropriation of net income. We resolved to recommend to the shareholders’ meeting the reelection of Dagmar Kollmann to the Supervisory Board as shareholders’ representative. We also approved the agenda for the 2017 shareholders’ meeting and dealt with the TV strategy in Germany. The Board of Management reported comprehensively on the current situation and the most important financial and operational KPIs for the Company and its segments.
In our meeting on March 29, 2017, we adopted a resolution on participation in the tender for the acquisition of television broadcasting rights.
Resolutions on the acquisition of Straight Path Communications Inc. and Dialpad Inc. by T-Mobile US were on the agenda of the meeting on April 7, 2017.
In the meeting before the shareholders’ meeting on May 30, 2017, the Board of Management reported in detail on the current situation and the financial and operational KPIs of the Company and its segments in the first quarter of 2017. We discussed the main business developments and focused in particular on the Europe segment. We also approved the decision of the Board of Management on the utilization of authorized capital in connection with the offer of a share dividend.
In the meeting on July 18, 2017, we dealt with matters concerning the Board of Management and approved the resignation from the Board of Management by Niek Jan van Damme effective midnight December 31, 2017. We also appointed Dirk Wössner the new Board member responsible for Germany, effective January 1, 2018.
In the meeting on September 13, 2017, the Board of Management reported on the current situation and the financial and operational KPIs of the Company and its segments in the second quarter of 2017. We also dealt with the 2017 employee survey at the meeting. We discussed the implementation of the CSR Directive Implementation Act to strengthen non-financial reporting and resolved the integration of the non-financial statement into the Group management report and the audit of this statement by the external auditor. We also discussed future broadband build-out in Germany. In addition, we appointed Adel Al-Saleh as the new Board of Management member responsible for T-Systems effective January 1, 2018.
During the one-day off-site conference of the Supervisory Board and the Board of Management that was held the following day, we dealt with the Company’s strategy. We debated the status of the strategy, discussed individual aspects, and agreed on focal topics for the coming year.
In the Supervisory Board meeting on November 30, 2017, we adopted resolutions on a T-Mobile US share buy-back and the acquisition of further shares in T-Mobile US by the Company.
In our meeting on December 20, 2017, we adopted resolutions on a variety of Board of Management remuneration topics, such as target achievement for variable compensation. The Board of Management reported on the current situation and the financial and operational KPIs in the Company and its segments in the third quarter of 2017. A further focus of the meeting was the resolution on the budget and on the annual financing plan for the 2018 financial year. We also acknowledged the medium-term planning for 2018 to 2021 and dealt with the Group risk report.
In our plenary meetings and in the Audit Committee in particular, we also regularly supervised the management of the Company by the Board of Management. As part of this, we made sure that that the Board of Management ensured compliance with legal provisions and internal standards and policies through the Group-wide compliance organization. We also regularly met with the Board of Management to discuss the Group-wide risk management system and the internal auditing system that had been introduced. Based on our own reviews and on the audit reports from the external auditors, we came to the conclusion that the internal control and risk management system, the compliance system, and the internal auditing system are effective.