Report by the Supervisory Board of REWE-ZENTRALFINANZ eG, Cologne for the 2023 business year
In the 2023 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.
In the 2023 business year, the Supervisory Board was informed about all significant issues involving the cooperative during 11 meetings (some of which were held virtually) that it had with the members of the Management Board. In addition, three meetings of the Audit Committee were held in the 2023 business year, as well as three Executive Committee meetings. 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.
As the responsible statutory auditing association within the meaning of section 54 sentence 1 of the German Cooperative Society Act (Genossenschaftsgesetz, “GenG”), DGRV – Deutscher Genossenschafts- und Raiffeisenverband e.V. (“DGRV”) has transferred the audit in accordance with section 53 (1) GenG to Genoverband e.V., Neu-Isenburg, (“Genoverband”) in application of section 55 (3) GenG. 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 paragraph 53 (1) GenG by Genoverband. Furthermore, the DGRV engaged Genoverband to perform the audit pursuant to section 53 (2) GenG for the business year from 1 January 2023 to 31 December 2023 under application of section 55 (3) GenG as a joint audit together with KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin – Cologne branch (“KPMG”).
The combined financial statements and the combined management report were audited by KPMG after being commissioned by DGRV pursuant to paragraph 55 (3) GenG. The annual and combined financial statements as at 31 December 2023 and the combined management report for the business year from 1 January 2023 to 31 December 2023 were each issued an unqualified audit opinion.
Pursuant to paragraph 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 from Genoverband 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.
Shareholder representative Kati Sommer left the Supervisory Board with effect from 24 August 2023. Jan Kaiser was elected to the Supervisory Board on 6 December 2023. The employee representative Daniel Nikolovic left the Supervisory Board on 27 November 2023.
The Supervisory Board wishes to thank the members of the Management Board and all employees of REWE-ZENTRALFINANZ eG for their hard work in the 2023 business year. They once again rose to the considerable challenges facing the Company with their outstanding expertise and successful collaboration. We would like to thank everyone who has contributed to this.
Cologne, 7 May 2024
THE SUPERVISORY BOARD
signed: Erich Stockhausen
-Chairman-
