Page 5 - Hoftex Annual Report 2018 EN

During the 2018 fiscal year, the HOFTEX GROUP AG Supervisory Board played an advisory and supervisory role for the Management Board in all key transactions and strategic decisions relating to the Company and the Group, as stipulated in the German Stock Corporation Act, the Articles of Association and the Board’s internal rules and procedures. With comprehensive written and oral reports, the Management Board regularly updated the Supervisory Board on the Group’s business developments and financial position as well as its divisions, principal subsidiaries and key projects. The Supervisory Board also played a key role in the Group’s investment, financial and personnel planning through regular reporting on issues such as order intake, staff development, sales, cash flows, earnings performance, variance analyses (forecasts vs. actual results) and the current cash position, all of which were reviewed in detail by the Supervisory Board.
During its meetings, the Supervisory Board dutifully reviewed all measures and transactions re- quiring its approval and discussed them in detail with the Management Board.
During the year under review, the Supervisory Board met for four regular meetings. The Supervisory Board also met at a constituent meeting following the new elections by the Annual General Meeting. No extraordinary meetings were convened. With the exception of one meeting, for which one mem- ber was excused, all members of the Supervisory Board attended each meeting. As in the previous years, no committees were formed. The Supervisory Board in its present form with nine members is of a suitable size to deliberate and resolve all matters.
Letter to shareholders
Group Management Report Consolidated Financial Statements Annexes
In addition to regular reporting from the Management Board at Supervisory Board meetings, both the resigning Chairperson of the Supervisory Board Waltraud Hertreiter and her successor Tom Steger remained in contact with the Management Board and received updated information on current con- ditions and all key transactions.
Supervisory Board Report
Supervisory Board Report
Alongside recurring topics, the Management Board presented the Group’s medium-term forecasts at the 26 March 2018 meeting. Moreover, the Board received detailed information about the NEUTEX division. Following an overview of current Group performance, the Management Board presented the 2018 forecast and strategic development measures for NEUTEX. The agenda also included reporting on the TENOWO division’s individual acquisition projects.
At the 17 May 2018 meeting, the Supervisory Board held a comprehensive review of the annual financial statements and audit reports as of 31 December 2017 for HOFTEX GROUP AG and the Group. The Board approved the agenda for the Annual General Meeting, along with the various resolution proposals. In addition to regular reporting from the Management Board regarding current business development, the committee focused on approving the sale of the shares in Indian nonwoven manfacturer Supreme Nonwoven Industries Pvt. Ltd. The matter was resolved following a thorough Supervisory Board debate.
The meetings on 17 September 2018 concentrated on a report detailing the key figures for the Group as of July 2018 along with Tenowo GmbH’s proposed acquisition of Italian nonwoven manufacturer Resintex Industriale S.r.l., headquartered in Milan. The submitted documents were used to discuss the planned acquisition in detail. This information was the basis for the final, unanimous approval.
In its final meeting of the fiscal year on 4 December 2018, the Supervisory Board received documen- tation outlining the Group’s business performance as of October 2018, the year-end forecasts for 2017 and the Group’s plans for the 2019 fiscal year. After reviewing them in detail and discussing their inherent opportunities and risks with the Management Board, the Supervisory Board approved the plans. The Supervisory Board also adopted the proposed investment budget for the 2019 fiscal year. The Supervisory Board was also presented with an in-depth overview of the risk management system implemented in the Hoftex Group and the status of the new ERP system roll-out.
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