TUI AG
The composition of the Executive Board and Supervisory Board as at 30 September 2020 can be found in the overviews on page 102 for the
Supervisory Board or page 104 for the Executive Board.
Supervisory Board
Ms Valerie Gooding and Janis Kong stood down from the Supervisory Board at the close of the Annual General Meeting 2020. At the same
Annual General Meeting, Ms Ingrid-Helen Arnold and Ms Maria Garaña Corces were elected as members of the Supervisory Board of TUI AG for
a term of four years. Further, Mr Ortwin Strubelt stood down from the Supervisory Board on 30 June 2020. Mr Stefan Heinemann was
appointed to the Supervisory Board by the court as representative of the employees on 21 July 2020.
Presiding Committee
Mr Ortwin Strubelt stood down from the Supervisory Board and thus also from the Presiding Committee on 30 June 2020. The Supervisory
Board elected Mr Michael Pönipp as the fourth employees' representative on the Presiding Committee.
Audit Committee
Ms Kong stood down from the Supervisory Board and thus also from the Audit Committee at the close of the Annual General Meeting 2020. The
Supervisory Board elected Mr Vladimir Lukin to the Audit Committee to fill the vacancy. After the departure of Mr Strubelt on 30 June
2020, the Supervisory Board elected Mr Frank Jakobi to fill the vacancy that had arisen on the Audit Committee.
Strategy Committee
After Ms Gooding stood down from the Supervisory Board and thus also the Strategy Committee at the close of the Annual General Meeting
2020, the Supervisory Board decided to consider a potential successor at a future point in time.
Executive Board
In financial year 2020, Ms Conix announced that she would not renew her service agreement, which expires on 14 July 2021. After intensive
discussions, the Supervisory Board decided to appoint Mr Sebastian Ebel as CFO with effect from 1 January 2021 and Mr Peter Krueger as a
new member of the Executive Board responsible for the areas of Strategy, M&A, Airlines and Joint Ventures with effect from 1 January
2021.
Dedication
The Supervisory Board would like to thank all employees of the TUI Group for their immense hard work that has carried TUI through a
financial year with unprecedented challenges. Given the huge uncertainties in 2020, their commitment and trust in the management and in
us is a remarkable achievement. Additionally, I would like to thank the German government in the name of the entire Supervisory Board for
their financial support and the corresponding fundamental trust in our business model.
Hanover, 9 December 2020
On behalf of the Supervisory Board
Dr Dieter Zetsche
Chairman of the Supervisory Board
Audit Committee report
Dear Shareholders,
as the Audit Committee, our task is to support the Supervisory Board in performing its monitoring function and we therefore dealt in the
financial year with issues relating in particular to the TUI Group's accounting and financial reporting, as required by statutory
provisions, the German Corporate Governance Code, the UK Corporate Governance Code and the rules of procedure of the Supervisory Board.
In addition to these core functions, we are responsible in particular for monitoring the effectiveness and proper functioning of internal
controls, the risk management system, the internal audit department and the legal compliance system.
Furthermore, the Audit Committee is responsible for selecting the external auditors. The selected auditors are required to be proposed by
the Supervisory Board to the Annual General Meeting for appointment. Following the appointment by the Annual General Meeting, the
Supervisory Board formally commissions the external auditor to audit the annual financial statements and the consolidated financial
statements, to review the half-year financial statements and any additional interim financial information that complies with the
requirements for the half-year financial report.
The Audit Committee was elected immediately after the 2016 Annual General Meeting from among the members of the Supervisory Board. The
election of the committee members is valid for the respective term of their Supervisory Board mandate. In the past financial year, Frank
Jakobi and Vladimir Lukin were elected as new members of the Audit Committee after Janis Carol Kong and Ortwin Strubelt resigned from the
Supervisory Board of TUI AG.
Thus, the Audit Committee currently consists of the following eight members of the Supervisory Board:
· Prof. Dr Edgar Ernst · Vladimir Lukin
(Vorsitzender)
· Coline Lucille
· Andreas Barczewski McConville
· Dr Dierk Hirschel · Michael Pönipp
· Frank Jakobi · Dr Dieter Zetsche
In the opinion of the Supervisory Board, both the Chairman of the Audit Committee and the other members of the Audit Committee meet the
criterion of independence. In addition to the Chairman of the Audit Committee, at least one other member is required to have expertise in
the field of accounting and experience in the use of accounting principles and internal control systems.
The Audit Committee meets regularly six times a year, and other meetings may be held on specific topics. These topic-related meetings
include a meeting at which the Executive Board explains the key content of the Pre-Close Trading Update, which is published shortly
before the balance sheet date, to the Audit Committee. The other meeting dates and agendas are based in particular on the Group's
reporting cycle and the agendas of the Supervisory Board.
The Chairman of the Audit Committee reports on the work and proposals of the Audit Committee at the subsequent Supervisory Board meeting.
Apart from the Audit Committee members, the meetings were also attended by the Chairman of the Executive Board and the Chief Financial
Officer as well as the heads of Group Financial Accounting & Reporting, Group Audit, Group Legal, Compliance & Board Office, Group
Treasury, Group Controlling and Group Investor Relations & Corporate Finance.
The external auditors were invited to attend the meetings on relevant topics. Additional members of the TUI Group's senior management,
operationally responsible TUI Group executives or external consultants were asked to attend as required.
In addition to the meetings of the Audit Committee, the Chairman of the Audit Committee also held individual discussions with the
Executive Board, senior managers or the responsible partners of the auditor where it was deemed necessary for the in-depth understanding
of individual topics and issues. The Chairman of the Audit Committee reported on the main results of these discussions at the following
meeting.
The members attended the meetings of the Audit Committee as shown in the table on page 13.
Reliability of financial reporting and monitoring of the accounting process
The preparation of the annual financial statements and annual report of a German stock corporation is the sole responsibility of the
Executive Board. Pursuant to Section 243 (2) HGB, the annual financial statements must be clear and concise and provide a realistic
overview of the economic situation of the company. This is equivalent to the requirements of the UK Corporate Governance Codex (UK CGC),
which requires annual accounts and annual reports to be accurate, balanced and understandable. Against this background, the Executive
Board is convinced - although the assessment was not transferred to the Audit Committee - that the annual report submitted meets the
requirements of both legal systems.
In order to also convince ourselves of the reliability of both the annual financial statements and the interim reporting, we requested
detailed information from the Executive Board on the business development and financial situation of the Group at the four Audit
Committee meetings held immediately prior to the publication of the respective financial statements. The relevant reports were discussed
at these meetings and the auditors reported in detail on material aspects of the financial statements and on the findings of the audit
and review.
In order to monitor accounting, we examined individual aspects intensively in great detail. Naturally, the economic development of TUI
due to the COVID-19 crisis was also a central topic at our meetings. In particular, we received detailed reports from TUI AG's Executive
Board on the measures taken to secure liquidity, especially with regard to government-backed financing, and on planned equity measures.
In addition, the accounting treatment of key balance sheet items, in particular goodwill, property, plant and equipment, advance payments
for tourism and other provisions, was also discussed. In doing so, we satisfied ourselves in consultation with the auditor that the
assumptions and estimates on which the accounting treatment was based were appropriate. In addition, the Audit Committee also considered
significant legal disputes and significant aspects arising from the operating business, in particular the impairment test of the Group's
assets against the background of the COVID-19 crisis.
In the period under review, we focused in particular on the following individual aspects:
Even before the outbreak of the COVID-19 crisis, TUI AG's Executive Board had initiated optimization processes with regard to the
structure of working capital and the associated cash flows. These measures also included the centralisation of finance functions. We were
regularly informed about these projects at our meetings. Due to the outbreak of the COVID-19 crisis, these processes were greatly
expanded and accompanied by measures for strict cost control. We also received reports on the corresponding measures.
The grounding of Boeing 737 Max aircraft in March 2019 still had an impact on TUI's earnings situation in the past financial year. At our (MORE TO FOLLOW) Dow Jones Newswires
December 10, 2020 01:04 ET (06:04 GMT)
