The founder and long-term chairman of the Executive Board passed away in July 2016. Before his death, Dr Heinz Sebiger was able to participate in DATEV’s 50-year-anniversary celebrations in February and March 2016, and as such, the appreciation for his extraordinary work in service of the profession. The Supervisory Board thanks Dr Sebiger for this exceptional lifetime achievement.
DATEV’s business performance was once again excellent in the 2016 fiscal year. Continuing the trends of recent years, the cooperative generated 928.3 million euros, compared to 885.2 million euros in the previous year, once again recording a significant increase in sales revenue of 43.1 million euros, or 4.9%.
Duties of the Supervisory Board
The Supervisory Board has the rights and duties assigned to it due to legal stipulations, the cooperative’s Articles of Incorporation, and the company bylaws. In particular, the Supervisory Board is responsible for monitoring the Executive Board’s management activities and, in order to fulfill its duties, has the right to demand reports and information from the Executive Board at any time.
Regular consultations by the Supervisory Board represent the most important element of the its monitoring and control function. During the reporting year, the Supervisory Board convened five regularly scheduled meetings, each of which was held with an internal portion and a joint portion together with the Executive Board.
The Supervisory Board’s two-day retreat, which is generally held once every two years, took place in February 2017, with some of the Executive Board in attendance.
During the board’s regularly scheduled meetings, the Executive Board provided both written and additional verbal reports to the Supervisory Board regarding key events from the various departments. Information requested by the Supervisory Board was provided by the Executive Board. Depending on the subject, the respective agenda items were discussed either internally by members of the Supervisory Board or together with the Executive Board. The necessary resolutions were passed for all matters requiring Supervisory Board approval as defined by the Articles of Incorporation after thorough examination and discussion.
Supervisory Board Committees
In order to carry out its duties, in particular preparing and monitoring its resolutions, the Supervisory Board formed standing committees and committees formed on an individual basis. Furthermore, in addition to the meetings of the entire board, the activities carried out by the committees represent an important component of its monitoring and control function. The Supervisory Board has formed the following standing committees: an audit committee, a personnel committee, and a mediation committee. Special committees are formed as needed. During the reporting period, a meeting of the special retreat committee was held in September 2016 to prepare for this and future retreats.
The personnel committee held a total of three meetings during the reporting year. In accordance with its duties as specified in the cooperative’s bylaws, the personnel committee focused on all matters related to the Executive Board during these meetings. As such, it prepared all of the decisions affecting the Executive Board, which were then passed exclusively by the entire Supervisory Board.
Mediation committee meetings were not held during the reporting period.
Within the scope of the Supervisory Board’s monitoring role (pursuant to Section 38(1a) of Germany’s Cooperative Societies Act), the audit committee makes determinations in its place on matters defined by the entire board as worthy of audit. During the reporting year, this committee carried out two two-day meetings (spring and fall audit).
During its spring audit, the committee primarily audited mandatory items such as the 2015 annual financial statements, the management report as well as the proposal on the allocation of unappropriated profits for the 2015 fiscal year. Further permanently designated auditing areas included the internal control system, risk management, internal auditing, and the topic of compliance.
In addition to the fields of business that must be audited as set forth in Section 2, Paragraphs 2, 4, and 6 of the cooperative’s Articles of Incorporation, additional areas were also the subject of the fall audit, whereby these areas are audited based on a multi-year audit plan.
The committee reported extensively on the results of its activities to the Supervisory Board in its entirety. Overall, the extensive auditing measures did not result in any findings.
Executive Board Matters
After Prof. Dieter Kempf entered retirement on March 31, 2016, Dr Robert Mayr took over as chairman of the Executive Board on April 1, 2016. Also effective on April 1, 2016, the Supervisory Board elected Diana Windmeißer to the Executive Board.
Election of Supervisory Board Members
Within the scope of the 47th general meeting of representatives, three Supervisory Board members representing the shareholders were elected in a secret vote for the term from 2016 to 2020. The tax consultants Andreas Bauer and Markus Gutenberg were reelected, with tax consultant Nicolas Hofmann being elected to the board for the first time.
After two years as chairman, tax consultant and certified auditor Dirk Schmale has left the board. Mr. Schmale, who had been a member of the board since 2004, had been chairman since 2014 and could no longer stand for reelection as set forth in the Articles of Incorporation. Tax consultant and certified auditor Joachim M. Clostermann was elected as the new chairman of the Supervisory Board. He has served on the cooperative’s Supervisory Board since 2006 and prior to that, was a member of DATEV’s council of representatives and representative committee.
Tax consultant Sabine Wirsching has joined the board as a replacement for tax consultant Per Baumgarten, who left the board during the fiscal year.
Risk Management and Compliance
As in prior years, within the scope of its spring audit and during its meetings, the Supervisory Board also focused on DATEV’s risk management measures. As a result of its activities in this context, the Supervisory Board is satisfied that new and existing risks have been adequately identified, documented, and properly evaluated. The Supervisory Board once again corroborated the overall assessment of business risks and the risk situation as non-critical. In this context, with its information security management system for its data center and printing, logistics, and service center, which has been certified pursuant to the ISO 27001 standard, DATEV’s risk management system has been expanded in accordance with Germany’s Corporate Sector Supervision and Transparency Act (KonTraG), highlighting the fundamental importance of IT security for DATEV, its members, and their clients.
Furthermore, on the basis of its regular briefings by the Executive Board, the Supervisory Board assured itself of the appropriateness and effectiveness of the measures undertaken by DATEV and the compliance management processes introduced by the cooperative.
Collaboration with Boards, Committees, and Other Departments
The Supervisory Board is convinced that, in order to successfully carry out its duties, trusting and cooperative collaboration with other boards and committees is of the utmost importance. In particular, this includes regularly scheduled meetings between the Chairman of the Supervisory Board and the Chairman of the Executive Board, Supervisory Board members participating in representative council and advisory council meetings, and participation in regional informational talks and trade shows as well as other DATEV events. In this context, during the reporting period a meeting was once again held with the chairs of all committees in attendance. The existing sponsorships for representative council committees remain in effect. Further activities included discussions with the representative council regarding personnel changes within the Executive Board as set forth in the Articles of Incorporation.
Business Segments That Must Be Monitored Pursuant to Section 2, Paragraphs 2, 4, and 6, of the Articles of Incorporation
Pursuant to Section 23, Paragraph 1, Clause 2 of the Articles of Incorporation, in conjunction with Section 2, Paragraphs 2, 4, and 6 of the Articles of Incorporation, the Supervisory Board is assigned a special monitoring and control function for the following business units: direct business with members’ clients, municipalities, and services with non-members.
In this context, the Supervisory Board regularly obtains comprehensive information from the Executive Board about related developments. This topic was on the agenda at the audit committee’s fall meeting. Here, the committee came to the conclusion that the business activities in these areas were carried out properly.
Development of International Business
As in previous years, the Supervisory Board carefully and critically evaluated DATEV’s activities abroad as well as the opportunities and risks there, and obtained information regarding the development of international business and international business units in each Supervisory Board meeting. The Supervisory Board supports the Executive Board’s strategy in this regard, which was also a topic of the 2017 Supervisory Board retreat.
Digital Transformation and the DATEV 2025 Strategy
The Supervisory Board views the developments in the tax consulting profession in conjunction with the theses proposed by Germany’s Federal Chamber of Tax Advisers related to “Tax Consulting 2020” as an extremely important strategic topic. Together with the Executive Board, the Supervisory Board intensively discussed and examined the profession’s expected development and the ideal way for DATEV to provide support. Due to legal, political, demographic, and technological developments, DATEV will see new opportunities and challenges arise as the service provider to the tax consulting profession and within the scope of interacting with companies and government agencies.
The Supervisory Board welcomes the strategic cornerstones to implement the DATEV 2025 strategy, which the cooperative defined in this regard, in order to play an active role in shaping these future topics. With its DATEV 2025 strategy, DATEV is particularly striving to further the digital transformation of business processes in order to prepare the cooperative, its members, and their clients for this change, and support them.
Beyond that, the Supervisory Board regularly obtained comprehensive information about current product development activities in its board meetings and within the scope of the written management report. The board continues to support the prioritization of quality, stability, currentness, performance, and the improvement of the service, and it will continue to evaluate further product development in the future as well.
Further Areas of Focus
Besides these areas of focus, the board also concerned itself with additional individual topics.
Furthermore, the Supervisory Board obtained information about DATEV’s business performance on a monthly basis in the form of written reports from the Executive Board.
During the reporting year, the Supervisory Board also focused on the implementation of the Corporate Governance Code for Cooperatives.
In order to adequately reflect the special characteristics of the cooperative, the board supports the implementation of the code recommended for cooperatives by the DGRV (German Cooperative and Raiffeisen Confederation). The Executive Board and the Supervisory Board issued a statement of compliance with the code for cooperatives. DATEV eG adheres to the code’s recommendations with one exception, the details of which are disclosed in the statement.
Although neither the law nor the DGRV code requires the cooperative to disclose information regarding the amount, composition, and changes to the total compensation paid to the Executive Board, information to this effect is provided on an annual basis at the representatives’ meeting.
In order to ensure that the Supervisory Board carries out its duty to advise and monitor the Executive Board in an independent manner, the members of the board have voluntarily pledged to disclose their primary occupation, additional professional positions and honorary offices as well as any possible conflicts of interest with DATEV.
2016 Cooperative Refund
As a result of the company’s excellent business performance in the 2016 fiscal year, a resolution has been passed by the Executive and Supervisory Boards setting the cooperative refund at 39.6 million euros. This corresponds to a cooperative refund ratio of 5.0% of refundable sales revenue.
2016 Financial Statements
DATEV’s annual financial statements dated December 31, 2016, management report, financial position, and management compliance was audited by the Genossenschaftsverband Bayern e.V. (Bavarian Cooperative Federation), headquartered in Munich. The Supervisory Board and Executive Board were verbally informed of the result of the audit immediately after its completion. The audit did not result in any grounds for objection or major findings. An unqualified opinion was issued for the annual financial reports for fiscal year 2016.
In accordance with its duties, the Supervisory Board also evaluated and extensively discussed the cooperative’s annual financial reports for fiscal year 2016, the management report, and the proposal regarding the allocation of the cooperative’s annual profits. This evaluation and discussion did not result in any objections. Within the scope of its evaluation, the Supervisory Board extensively discussed a series of questions, individual results of the evaluation, and the final overall result of the evaluation with the auditors from the cooperative federation.
The Supervisory Board approved the Executive Board’s proposal regarding the allocation of annual profits.
The Supervisory Board would like to thank the Executive Board and all DATEV employees for their hard work and dedication during the previous fiscal year.
Dipl.-Kfm. Joachim M. Clostermann
Nuremberg, April 7, 2017