Work of the committees
The Supervisory Board continued its successful work with the committees it had formed to increase efficiency and to prepare for the Supervisory Board meetings. In individual appropriate cases and in accordance with law, decision-making powers of the Supervisory Board were granted to the committees. The chairpersons of the committees provided regular reports at the next Supervisory Board meeting to the plenum of the Supervisory Board on the work of the committees. The composition and responsibilities of the individual committees can be found in the “Joint Statement on Corporate Governance” as well as on the Group’s website at www.fraport.com/en/investors/corporate-governance.html.
During the reporting period, the finance and audit committee convened seven meetings, including one in the form of a teleconference with all other meetings taking place in a hybrid format involving face-to-face meetings with the possibility of participating via video link. During these meetings, the finance and audit committee discussed significant business transactions, the annual and consolidated financial statements, and the combined management report. Representatives of the auditor participated in the meetings on individual agenda items. The finance and audit committee prepared the determination of the focal points of the 2022 fiscal year audit of accounts for the Supervisory Board. The interim report and the interim releases were discussed in detail prior to their publication. Comments were also made on the 2023 Business Plan of Fraport AG (prepared in accordance with the German Commercial Code, HGB) and the 2023 Group Plan (prepared in accordance with IFRS). Furthermore, the committee dealt with the awarding of the audit mandate to the auditor and made proposals to the plenum for the election of the auditor for the 2022 fiscal year. As in previous years, the quality of the audit of accounts was monitored and the remuneration of the same discussed. Furthermore, the issuing of mandates for non-audit-related services to the auditor was discussed. After the cyclical change of the auditor for the 2013 fiscal year, it was once again proposed to the plenum to recommend PwC to the Annual General Meeting as auditor for the 2022 fiscal year. Furthermore, with regard to the review of non-financial reporting, the recommendation of the committee was in favor of this auditing company. A selection process took place, since a change of auditor was required by law for the 2023 fiscal year, and the plenum recommended the selected audit firm, Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, to the Annual General Meeting to be selected as auditor for the 2023 fiscal year.
Further focal points of the discussions were asset and liability management as well as the regular supplementary reports to the consolidated financial statements and/or the consolidated interim reports in accordance with Section 90 of the AktG. In addition, the committee discussed risk management and the internal control, internal audit, and compliance management systems in detail and ensured that the Supervisory Board was appropriately informed.
The discussions at the eight meetings of the investment and capital expenditure committee during the 2022 fiscal year focused on the respective status of the indirect minority stake in the operating company of Pulkovo Airport, St. Petersburg, the economic development of the investment business, and the expansion measures in Germany and at foreign Group companies. Two of the investment and capital expenditure committee meetings in 2022 were held as video conferences. All other meetings of the investment and capital expenditure committee held in 2022 were face-to-face meetings with the possibility of participating via video link.
A particular focus was on the expansion of Lima Airport and once again on the expansion in the southern part of Frankfurt Airport, which was intensively discussed at all committee meetings in the presence of the management of the responsible Group company Fraport Ausbau Süd GmbH, also with a view to the discussions by the plenary Supervisory Board.
An extraordinary meeting of the investment and capital expenditure committee addressed the discussions concerning the submission of a firm offer for the tender for the management of the retail areas at Baltimore Airport (USA), which was approved by the committee.
The committee regularly dealt with the economic situation of the Group companies at the Frankfurt site and worldwide. The committee worked intensively on the planning of capital expenditure in the context of the 2022 Business Plan.
At its three meetings during the 2022 fiscal year, the human resources committee regularly discussed the personnel situation in the Group, which continued to be impacted by the effects of the coronavirus pandemic. At the Frankfurt site, the focus was on the subjects of short-time work, changes to the headcount and personnel expenses and salaries, as well as the development of the management team. All meetings of the human resources committee held in 2022 were face-to-face meetings with the possibility of participating via video link.
Further focal points of discussions included the increase in the percentage of women in executive and management positions, as well as the empowerment initiative for managers.
The executive committee met three times during the reporting period. Two meetings of the executive committee were held in person in 2022 and one meeting was held as a face-to-face meeting with the possibility of participating via video link. In addition, during 2022, the executive committee passed one resolution by means of a written circular. It dealt with Executive Board matters and remuneration issues arising in the 2022 fiscal year. It approved the take-over of functions in associations and committees by Ms. Kranenberg as the successor to Executive Director Labor Relations, Mr. Michael Müller, who left at the end of September 2022.
The nomination committee, which was established in preparation for the election of new shareholder representatives, met once (in person) and submitted a proposal to the Supervisory Board that Dr. Bastian Bergerhoff be recommended for election at the 2022 Annual General Meeting.
It was not necessary to convene the mediation committee, to be constituted in accordance with Section 27 of the German Co-Determination Act (MitbestG), during the 2022 fiscal year.