Report by the Supervisory Board of REWE-ZENTRALFINANZ eG, Cologne for the 2022 business year
In the 2022 business year, the Supervisory Board fulfilled its duties as required by law, the articles of association and internal rules, and regularly advised the Management Board regarding the operation of the cooperative and the Group while carefully and continuously monitoring its activities.
The Management Board regularly and comprehensively informed the Supervisory Board during and between Supervisory Board meetings and through written and oral reports about business policy; all relevant aspects of corporate planning including financial, investment and disinvestment planning; the development of business; the economic situation of the cooperative and the Group; and the financial situation as well as about important decisions and business transactions that affect the Group.
The Supervisory Board was directly involved in all decisions of major importance to the Company. The Supervisory Board approved transactions requiring its consent after extensive consultation and review of the documents provided by the Management Board.
During the 2022 business year, the Supervisory Board was informed about all significant issues involving the cooperative in a total of eight meetings held with the members of the Management Board. In addition, three meetings of the Audit Committee were held in the 2022 business year, as well as four Executive Committee meetings, three Human Resources Committee meetings and one constituting meeting. When necessary, the Supervisory Board obtained additional written and oral reports from the Management Board. The chairman of the Supervisory Board was continuously informed by the Management Board about significant developments and pending decisions. In fulfilment of its duties as required by law and the articles of association, the Supervisory Board adopted the necessary resolutions, as documented in separate minutes. As a result of its monitoring activities and the information and documentation provided by the Management Board, the Supervisory Board is confident of the propriety of management.
For the purpose of determining the financial situation and the propriety of management, the facilities, the financial position and the management were audited pursuant to section 53 (1) of the German Cooperative Society Act (Genossenschaftsgesetz, “GenG”) by the competent audit association (DGRV – Deutscher Genossenschafts- und Raiffeisenverband e.V., Berlin). The annual financial statements, including accounting, and the management report of the cooperative were examined as part of a joint audit that was conducted pursuant to section 55 (3) GenG by DGRV and KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), Cologne. The consolidated financial statements and Group management report were audited by KPMG after being engaged by DGRV pursuant to section 55 (3) GenG. The annual financial statements, management report, consolidated financial statements and Group management report received an unqualified audit opinion.
Pursuant to section 58 GenG, the Audit Committee and the Supervisory Board discussed the results of the statutory audit in a joint meeting with the Management Board and the auditors DGRV and KPMG. The auditors reported on the key results of their audit and remained available to answer questions and provide further information. The annual financial statements, the management report, the consolidated financial statements and Group management report provided a true and fair view of the cooperative and provided no grounds for objection. The Supervisory Board concurs with the results of the statutory audit. The Supervisory Board also approved the proposal for appropriation of the year’s profit.
Dr Christian Mielsch left the Management Board with effect from 30 June 2022. Mr Christoph Eltze and Mr Telerik Schischmanow joined the Management Board with effect form 1 July 2022.
The shareholder representatives, Mr Fritz Aupperle and Mr Robert Schäfer, left the Supervisory Board with effect from 27 June 2022. They were succeeded by Mr Thomas Kunkel and Mr Lutz Richrath.
Mr Matthias Peikert left the Supervisory Board with effect from 31 December 2022, having resigned his office. He was succeeded by Ms Kati Sommer.
The following employee representatives left the Supervisory Board with effect from 27 June 2022:
Ms Jutta Mirtezani, Ms Nicole van Uffelt, Mr Michael Adlhoch, Mr Josef Czok, Mr Bernhard Franke and Mr Lutz Staude.
They were succeeded by Ms Franziska Blumenthal, Ms Monika Di Silvestre, Ms Silvia Haupt, Ms Peggy Zeretzki, Mr Orhan Akman and Mr Daniel Nikolovic.
The Supervisory Board would like to thank the members of the Management Board and all employees of REWE-ZENTRALFINANZ eG for their hard work in business year 2022, particularly in light of the considerable challenges faced by the Company once again – starting with the receding effects of the coronavirus pandemic and then in particular due to Russia’s invasion of Ukraine at the end of February, which brought devastating consequences to Ukraine, throughout Europe and around the world.
As in the pandemic-stricken years before, the situation was mastered through shared effort, for which everyone deserves great thanks.
Cologne, 9 May 2023
THE SUPERVISORY BOARD
signed: Erich Stockhausen
– Chairman –