Report by the Supervisory Board

REWE-ZENTRALFINANZ EG, Cologne

In the 2017 business year, the Supervisory Board was informed about all significant issues involving the cooperative during nine meetings held with the members of the Management Board. When necessary, the Supervisory Board obtained written and oral reports from the Management Board. The development of the cooperative was discussed on the basis of short-term income statements. 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 took the necessary decisions, as documented in special 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.

Furthermore, three meetings of the Audit Committee and five meetings of the Human Resources Committee were held in the 2017 reporting year. 

The Audit Committee and the Supervisory Board reviewed the annual financial statements and management report of the company as well as the combined financial statements and combined management report following their submission by the Management Board. The annual financial statements and the management report accurately reflected the economic state of the cooperative and provided no grounds for objection. The Supervisory Board also approved the proposal for appropriation of the year’s profit.

For the purpose of determining the financial situation and the propriety of management, the facilities, the financial position, the management, the annual financial statements and the combined financial statements, including accounting and the management reports of the cooperative, were audited pursuant to paragraph 53 of the German Cooperative Societies Act (GenG) by the auditing firm engaged by the German Cooperative and Raiffeisen Confederation (DGRV). The annual financial statements and management report and the combined financial statements and combined management report received the endorsement of the auditor’s certificate without reservations.

Pursuant to paragraph 58 of GenG, the Supervisory Board discussed the results of the legal audit in a joint meeting with the Management Board and the auditor. The Supervisory Board agrees with the results of the legal audit.

Mr Reinhard Brenner resigned from his position on the Supervisory Board for reasons of age on 31 January 2017. Mr Helmut Göttmann assumed Mr Brenner’s position on the Supervisory Board on 1 February 2017.

Mr Andreas Ratzmann died on 10 April 2017 and Mr Christos Chliapas assumed his position as a substitute member.

Mr Thomas Wolters died on 20 December 2017 and Ms Jutta Mirtezani assumed his position as a substitute member.

The Supervisory Board wishes to express its gratitude to the members of the Management Board and to all employees of REWE-ZENTRALFINANZ eG for their work during the 2017 business year.

 

Cologne, 15 May 2018

THE SUPERVISORY BOARD
signed Erich Stockhausen
Chairman

Report by the Supervisory Board

REWE - ZENTRAL-AKTIENGESELLSCHAFT, Cologne

In the 2017 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 whilst carefully and constantly monitoring its activities. In particular, it focused its oversight on the legality, expediency and propriety of management.

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 company and the combine; and the financial situation as well as about important decisions and business transactions that affect the combine. 

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 detailed documents provided by the Management Board.

There were seven Supervisory Board meetings and three Audit Committee meetings during the 2017 reporting year. In addition to the meetings, the chairman of the Supervisory Board received regular written or oral updates from the CEO about current business developments and key business transactions.

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, which was elected as auditor at the Annual General Meeting on 26 June 2017 and engaged by the Supervisory Board, has audited the annual financial statements and the management report of the company as well as the combined financial statements and the combined management report and has issued an auditor’s certificate without reservations. 

The financial statements, the Management Board’s proposal for the appropriation of profit and the auditor’s reports were forwarded to the members of the Supervisory Board in a timely manner prior to the Audit Committee meeting on 17 and 18 April 2018.

These were discussed and examined in detail by the Audit Committee and Supervisory Board in the presence of the auditor. The auditor reported on the key results of his audit and remained available to answer questions and provide further information. 

Following a review of the annual and combined financial statements, the Supervisory Board saw no reason to raise objections against the Management Board and the submitted financial statements. The Supervisory Board has approved the annual financial statements and management report of the company as well as the combined financial statements and combined management report and has accepted the Management Board’s proposal for the appropriation of profit. The annual financial statements of REWE-Zentral-Aktiengesellschaft for 2017 are hereby confirmed. 

The Supervisory Board wishes to thank the members of the Management Board and all employees of REWE-Zentral-Aktiengesellschaft for their work in the 2017 business year.

 

Cologne, 15 May 2018

THE SUPERVISORY BOARD
signed Erich Stockhausen
Chairman