B C ORPORATE GOVERNANCE GOVERNANCE CORPORATE 89 — 100 90 REPORT OF THE SUPERVISORY BOARD 93 SUPERVISORY BOARD 93 Members of the Supervisory Board 93 Committees of the Supervisory Board B 94 Mandates held by the Supervisory Board 95 BOARD OF MANAGEMENT 95 Members of the Board of Management 95 Mandates held by the Board of Management 96 CORPORATE GOVERNANCE REPORT C 90 Deutsche Post DHL Group — 2017 Annual Report REPORT OF THE SUPERVISORY BOARD WULF VON SCHIMMELMANN Chairman DEAR SHAREHOLDERS, All members of the Supervisory Board attended more than half of the meetings, with the exception of Ulrich The year 2017 was both a good and an important financial Schröder, whose absences were due to health reasons. The year for Deutsche Post DHL Group, and one in which we laid overall attendance rate was around 92 %; individual attend- a solid foundation for our future success. ance figures can be found on page 97. The Supervisory Board oversaw the Board of Manage- Six plenary Supervisory Board meetings and 22 com- ment’s business activities to ensure they complied with the mittee meetings were held in the reporting period. The law and were fit for purpose, and regularly discussed material members of the Board of Management took part in the aspects of business strategy with the Board of Manage ment. plenary meetings unless the Chairman of the Supervisory The Board of Management informed us on an ongoing basis Board decided otherwise. The CEO and the members of the about the course of business and material transactions, and Board of Management responsible for their relevant div- also kept the Chairman of the Supervisory Board and the isions attended the committee meetings. Executives from Chairman of the Finance and Audit Committee up to date the tier immediately below the Board of Management between meetings. We were involved promptly in all deci- and / or representatives of the auditors were also invited to sions of material importance for the company and the Group. attend for individual agenda items. We thoroughly examined and discussed all key business transactions, developments within the enterprise and re- Key topics addressed in Supervisory Board meetings sults, decisions and planning, including enhancing and pre- In the plenary meeting on 7 March 2017, we reviewed in serving our competitive position in the medium and long depth and then approved, on the recommendation of the term. We discussed in detail any transactions and measures Finance and Audit Committee, the annual and consolidated requiring the approval of the Supervisory Board with the financial statements and the management reports for finan- Board of Management. cial year 2016; we concurred with the Board of Manage- Corporate Governance — Report OF THE Supervisory Board 91 ment’s proposed resolution on the appropriation of the the Group-wide “Certified” initiative, which promotes em- net retained profit. The auditors reported on the findings ployee commitment and changes in our corporate culture, of their audit and were available to answer questions. We and the annual employee opinion survey. determined the performance-related remuneration to be The Finance and Audit Committee met seven times. It paid to the members of the Board of Management for the examined the annual financial statements and the manage- financial year, based upon the target achievement figures ment reports for Deutsche Post AG and the Group in the that had been established, and also adopted the Report of presence of the auditors. It discussed the quarterly finan- the Supervisory Board, the Corporate Governance Report cial reports and the interim report for the first half of the and the proposed resolutions for the Annual General Meet- year, which were reviewed by the auditors, before their pub- ing. Additionally, we addressed the results of the efficiency lication with the Board of Management and the auditors. review of our activities. The Audit Committee recommended to the Supervisory In the meeting on 23 June 2017, we appointed Thomas Board that it propose PricewaterhouseCoopers GmbH Ogilvie as the member of the Board of Management for Wirtschafts prüfungsgesellschaft (PwC), Düsseldorf, to the Human Resources and Labour Director, as well as dis- Annual General Meeting for election as the auditors of the cussed the status of the IT Renewal Roadmap in the Global financial statements of Deutsche Post AG and the Group, Forwarding business unit. and as the auditors providing reviews of any interim re- At the meeting on 26 September 2017, we resolved to ports; in addition, it issued the audit engagement for the adjust the remuneration system for the Board of Manage- auditors for the reporting period and specified the key audit ment. In the closed meeting that followed, we discussed the priorities. The statement of independence required from progress made in implementing our Strategy 2020 as well the auditors was available to the committee. The commit- as future strategic challenges, particularly digitalisation, to- tee also addressed the non-audit services provided by the gether with the Board of Management, with the support of auditors, and the enterprise’s accounting process and risk invited outside presenters. management system, as well as discussing the findings of At the last meeting of the Supervisory Board in 2017, internal audits. It obtained detailed reports from the Chief which was held on 12 December, we discussed the Express Compliance Officer on compliance and on updates to the division’s e-commerce and B2C strategy and the course of compliance organisation and compliance management. business in Europe. We also approved the 2018 business The Strategy Committee met six times, primarily ad- plan for the Group, set the Board of Management’s per- dressing the business units’ strategic positioning in their formance targets for financial year 2018 and resolved to respective market segments and the implementation of our issue a further unqualified Declaration of Conformity. Strategy 2020. The primary focus was on cybersecurity and The extraordinary meetings held on 23 August and on strategies and measures for digitally transforming the 28 November 2017 addressed the sale of our shares in enterprise. Williams Lea Tag. The Nomination Committee and the Mediation Com- mittee did not meet in the reporting period. Key topics addressed in committee meetings The Supervisory Board’s six committees prepare decisions Changes to the Supervisory Board and Board of Management by the full Supervisory Board and resolve issues that they There were no changes to the shareholder representatives have been delegated to decide. The chairs of the committees during the reporting period. With respect to the employee report in the plenary meetings on the work of the com- representatives, Ulrike Lennartz-Pipenbacher was appointed mittees. as a member of the Supervisory Board by the court following The Executive Committee met on five occasions. It the departure of Helga Thiel, effective as of 1 July. focused primarily on Board of Management issues and on Tim Scharwath assumed responsibility for the Global preparing the Supervisory Board meetings. Forwarding, Freight division with effect from 1 June. Thomas The Personnel Committee held four meetings. Items Ogilvie was appointed as the member of the Board of discussed included the strategic human resources prior- Manage ment for Human Resources and Labour Director ities, personnel development, increasing the number of of Deutsche Post AG with effect from 1 September 2017. women in executive positions, the further development of 92 Deutsche Post DHL Group — 2017 Annual Report Managing conflicts of interest the Board of Management’s proposal on the appropriation None of the Supervisory Board members hold positions on of the net retained profit were discussed in detail with the the governing bodies of, or provide consultancy services to, Board of Management and representatives of the auditors, the Group’s main competitors. The Supervisory Board was who reported on the results of their audit and were avail able not informed of any conflicts of interest affecting individual to answer questions and provide additional information. members during the reporting period. The Supervisory Board concurred with the results of the audit and approved the annual and consolidated financial Compliance with all recommendations of the German statements for financial year 2017, as recommended by the Corporate Governance Code Finance and Audit Committee. No objections were raised In December 2017, the Board of Management and the on the basis of the final outcome of the examination by the Super visory Board issued an unqualified Declaration of Supervisory Board and the Finance and Audit Committee Conformity pursuant to section 161 of the Aktiengesetz of the annual and consolidated financial statements, the (AktG – German Stock Corporation Act), which was also management reports and the proposal for the appropri- published on the company’s website. The declarations from ation of the net retained profit. Similarly, no objections were previous years are also available there. Deutsche Post AG raised with regard to the examination of the (consolidated) also continued to comply with all recommendations of non-financial report. The Supervisory Board endorsed the the Government Commission on the German Corporate Board of Management’s proposal for the appropriation of Governance Code in the version dated 5 May 2015, which the net retained profit and the payment of a dividend of was published in the Federal Gazette on 12 June 2015, fol- €1.15 per share. lowing submission of the Declaration of Conformity in We would like to thank the members of the Board of December 2016. It also complied with the recommen- Management and the employees of Deutsche Post AG and dations of the Government Commission on the German all Group companies for their hard work, which was instru- Corporate Governance Code in the version dated 7 Febru- mental to our success in financial year 2017. ary 2017, which was published in the Federal Gazet te on 24 April / 19 May 2017, and aims to continue to do so in fu- Bonn, 6 March 2018 ture.