Supervisory Board report
Dear shareholders,
Despite the challenging macroeconomic and geopolitical environment, Koenig & Bauer AG achieved its earnings and revenue targets in 2024. The Group’s strategy in the areas of digitisation, sustainability and modularisation was systematically pursued and presented convincingly at drupa, the world’s leading industry exhibition, enabling our long-established company to further consolidate its position as an innovative technology group and a source of inspiration for the industry.
Following the successful transformation of the product portfolio with a focus on the markets of the future such as packaging printing and innovative digital solutions, the Supervisory Board concentrated last year on the company’s organisational and personnel transformation with the adoption of a new governance structure characterised by a keener customer focus and a gradual transition to a new generation on the Management Board. Another key priority for the Supervisory Board entailed the efforts by the Management Board to safeguard and enhance the Group’s earnings and financial strength through various programmes such as the Spotlight project. With these strategic business opportunities for profitable growth and the personnel decisions that have been made, Koenig & Bauer remains well positioned as it moves ahead.
The Supervisory Board performed its duties with great care in accordance with the law, the Articles of Association and the Rules of Procedure. In addition to discussing market trends and growth business, the Supervisory Board dealt in detail with the business and earnings situation as well as the financial position and liquidity status of Koenig & Bauer AG and the Group together with the situation at key subsidiaries. Business policy, the M&A strategy, the competitive situation, risk management, compliance, the internal control system, internal auditing, cybersecurity, the capital market, personnel strategy and particularly also the programmes for reinforcing the Group’s earnings and financial strength were discussed at length. The Supervisory Board and the Audit Committee dealt with sustainability issues pertaining to environment, social and governance matters (ESG for short) as well as with the new ESG-related regulatory requirements. In addition to the Management Board’s corporate and investment planning, further items on the agenda of the Supervisory Board and the committees included the dividend policy, governance and remuneration matters and, in particular, the revision of the Management Board remuneration system. All necessary resolutions were passed after detailed examination and intensive discussion.
In the year under review, the Supervisory Board was again informed promptly, regularly and comprehensively by the Management Board of all events that were of material importance for the Company. In 2024, this was done in the form of hybrid Supervisory Board meetings with combined in-person attendance and online participation, in video conferences as well as over the phone and in writing. The Chairman of the Supervisory Board and the Chief Executive Officer meet on a weekly basis, while further monthly meetings are held between the Chair of the Audit Committee and the Chief Financial Officer. In addition, the Supervisory Board received continuous reports concerning the Company’s key performance indicators.
Nine Supervisory Board meetings and seven information meetings for the Supervisory Board were held on matters of current relevance in 2024. These were supplemented by internal preparatory video conferences held prior to the Supervisory Board meetings or relating to matters of current relevance. The Supervisory Board also met at times in the absence of the Management Board to discuss matters that concerned either the Management Board itself or internal Supervisory Board subjects. Of the nine meetings of the Supervisory Board, four were held in person, three as video conferences and two as hybrid meetings with combined in-person attendance and online participation. Of the seven information meetings for the Supervisory Board, five were held as a video conference and two in hybrid form with combined in-person attendance and online participation. The chairpersons of the Supervisory Board committees reported regularly to the full Supervisory Board on the agenda and recommendations of the committee meetings. In the year under review, no members of the Supervisory Board were subject to any conflict of interests. The breakdown of the attendance at the meetings of the Supervisory Board and the committees is set out in the following table:
| Name | Member since | Supervisory Board meetings (9) | Personnel Committee (5) | Audit Committee (5) | Strategy Committee (2) | Nominating Committee (1) | Total participation |
| Prof. Dr.-Ing. Raimund Klinkner, Vorsitzender | 2018 | 9/9 | 5/5 | – | 2/2 | 1/1 | 100 % |
| Gottfried Weippert, stv. Vorsitzender | 2001 | 9/9 | 5/5 | 5/5 | 2/2 | – | 100 % |
| Dagmar Rehm, stv. Vorsitzende | 2014 | 9/9 | 5/5 | 5/5 | – | – | 100 % |
| Claus Bolza-Schünemann | 2023 | 8/9 | – | – | 2/2 | 1/1 | 92 % |
| Julia Cuntz | 2016 | 9/9 | – | – | – | – | 100 % |
| Carsten Dentler | 2017 | 8/9 | – | – | 2/2 | 1/1 | 92 % |
| Marc Dotterweich | 2015 | 9/9 | – | 5/5 | – | – | 100 % |
| Christopher Kessler | 2016 | 9/9 | – | 5/5 | 2/2 | – | 100 % |
| Prof. Dr.-Ing. Gisela Lanza | 2015 | 8/9 | – | – | 2/2 | – | 100 % |
| Dr. Johannes Liechtenstein | 2019 | 9/9 | – | 5/5 | – | – | 91 % |
| Simone Walter | 2016 | 9/9 | – | – | 2/2 | – | 100 % |
| Sabine Witte-Herdering | 2023 | 8/9 | – | – | – | – | 89 % |
The offices held by Dagmar Rehm, Dr. Johannes Liechtenstein and myself, Prof. Dr.-Ing. Raimund Klinkner, as shareholder representatives on the Supervisory Board, were renewed at the Annual General Meeting on 26 June 2024. There were no changes to the composition of the Supervisory Board during the year under review. By contrast, there have been changes in the composition of the Management Board since the last report of the Supervisory Board. Following the change in central responsibilities for operations and selected cross-sectional functions in connection with the adoption of the new governance structure, the previous role of Group Chief Operating Officer (Group COO) has been abolished. Consequently, Mr Michael Ulverich left the Management Board on 30 November 2024 in mutual agreement with the Supervisory Board. The Supervisory Board thanked Mr Ulverich for his contribution to the successful further development of the Group’s operations.
The members of the Supervisory Board receive appropriate support from the company in the form of training and further education. The Supervisory Board training system provides for two webinars a year on selected topics together with an optional external training event. The training events in the year under review revolved around the new ESG regulations such as the CSRD. As well as this, the Koenig & Bauer Board Academy has developed its own website as a platform for training and further education for the members of the Supervisory Board. In addition, the employee representatives are able to make use of the conferences organised by the Hans Böckler Foundation as well as the further education offered by the trade unions and DGB-Bildungswerk.
The meetings of the Supervisory Board and its committees as well as the information meetins dealt with the following matters in 2024: The video conferences of the Supervisory Board on 8 February 2024, 23 February 2024 and 28 February 2024 concentrated on the Spotlight project and the preliminary figures for 2023 as well as the guidance for 2024. In addition to approving the Management Board’s proposal for the allocation of the unappropriated surplus expected for the 2023 financial year and the future dividend policy, the Supervisory Board adopted the revised targets for the composition of the Supervisory Board, the profile of skills and the diversity concept.
At its in-person meeting of 20 March 2024, the Supervisory Board dealt at length with the annual financial statements for Koenig & Bauer AG and the Group as of 31 December 2023, the combined management report, the non-financial Group report and the 2023 remuneration report for the members of the Management Board and the Supervisory Board together with the relevant audit reports. The 2023 annual and consolidated financial statements including the combined management report and the non-financial Group report, the 2023 remuneration report and the Management Board’s proposal for the allocation of the unappropriated surplus for the 2023 financial year were approved or adopted. Furthermore, the Supervisory Board approved the resolution passed by the Management Board to submit the 2023 remuneration report to the Annual General Meeting on 26 June 2024 for approval by the shareholders. The wording of the invitation to the Annual General Meeting including the 14 items of the agenda and the proposals for the adoption of the corresponding resolutions was also approved. In addition to the Spotlight project, the comprehensive agenda for the Supervisory Board’s meeting in March included strategy, governance, cash flow and capital market issues. Furthermore, the Supervisory Board dealt closely with Management Board matters and, in particular, the new Management Board remuneration system, which was submitted to the Annual General Meeting on 26 June 2024 and duly approved by the shareholders.
At a hybrid meeting with combined online and in-person participation on 6 May 2024, the Supervisory Board was informed of the Q1 figures, the 2024 forecast and the cash flow planning. At the virtual Supervisory Board meeting held on 14 May 2024, the Management Board provided an update on the Spotlight and governance projects. Ahead of the Annual General Meeting, the Supervisory Board held a virtual meeting on 19 June 2024. In addition to a review of the drupa 2024 industry exhibition, a report by the Management Board on the Group’s current business performance and information on the Annual General Meeting, the agenda included the Spotlight project and strategic topics such as the spin-off of Koenig & Bauer Vision & Protection GmbH. Further topics entailed Management Board remuneration and other matters as well as a decision on the subjects on which the Supervisory Board was to receive training in 2025. As well as this, the results of the Supervisory Board’s efficiency audit, which is conducted internally every year with external support and regularly updated in the light of current matters and legal requirements, were discussed. Following the Annual General Meeting on 26 June 2024, the Supervisory Board met in person to hold its constitutive meeting, at which Ms Dagmar Rehm was confirmed as Deputy Chair of the Supervisory Board and myself as Chairman of the Supervisory Board, while the composition of the committees and the respective committee chairs were determined. Details of the current composition of the Supervisory Board’s committees can be found on the company’s website.
On the day before the strategy meeting, a full-day in-person Supervisory Board workshop on Management Board and governance matters was held. At the Supervisory Board’s strategy meeting held on 23 July 2024 at Koenig & Bauer Kammann in Löhne, the Management Board informed the Supervisory Board in person about the achievement of the three core pillars of digitalisation, sustainability and modularity defined in the Exceeding Print Group strategy and outlined the other key strategic initiatives relating to products, markets and partnerships.
On 31 July 2024, the Supervisory Board was briefed in a virtual meeting on the report for the first half of 2024. In a hybrid Supervisory Board meeting held on 23 September 2024 with both in-person and online attendance, the Management Board presented the high-level business plan for the years 2025 to 2029. The Spotlight project was also dealt with in detail. Following the Management Board’s explanations, the Supervisory Board approved the efficiency and restructuring measures planned as part of the Spotlight project. In addition, Management Board matters were on the agenda.
At a hybrid meeting on 6 November 2024 with combined in-person attendance and online participation, the Supervisory Board deliberated on the Q3 report as well as the Management Board’s revenue and EBIT projections for 2024. Following the approval of the new governance structure in a circular vote, the Supervisory Board approved the termination agreement with Management Board member Michael Ulverich in a video conference on 28 November 2024, with effect from 30 November 2024. At the hybrid Supervisory Board meeting held on 9 December 2024 with combined in-person attendance and online participation, the Management Board presented in detail the corporate and investment plans for 2025 and provided an outlook for the years until 2029. The Supervisory Board approved the corporate and investment budget for 2025 and acknowledged the medium-term plans. In addition to the Spotlight project, the agenda also included strategic issues and the development of the subsidiaries. In addition, the person responsible for compliance, internal auditing and risk management submitted a status report on these three areas. The Management Board provided information on the items on the agenda planned for the Annual General Meeting on 4 June 2025. The Supervisory Board also discussed the amendments to the rules of procedure for the Management Board and the Supervisory Board and deliberated on Management Board matters.
Much of the Supervisory Board’s work is performed by its various committees. Five committees assist the Supervisory Board in the performance of its duties by preparing the resolutions to be passed by the Supervisory Board and the matters to be discussed in the plenary sessions. The Personnel Committee met five times and the Nominating Committee once. Of the five meetings of the Audit Committee, one was held in person, two in hybrid form with combined in-person attendance and online participation and two as a video conference. In addition to the strategy meeting, which was attended by the entire Supervisory Board, a further two meetings of the Strategy Committee were held during the year under review. These two meetings of the Strategy Committee were held in hybrid form with combined in-person attendance and online participation. It was again not necessary for the Mediation Committee appointed under section 27 (3) of the Codetermination Act to convene in 2024.
In addition to examining the quarterly reports and updated annual forecasts together with cash budgets, one of the main tasks of the Audit Committee was to review in detail the annual financial statements of Koenig & Bauer AG and the consolidated financial statements as well as the combined management report, the non-financial Group report and the corresponding audit reports together with the remuneration report for the members of the Management Board and the Supervisory Board. Throughout the entire process of preparing the financial statements, regular meetings were held between the Chair of the Audit Committee and the external auditor. During the discussion of the annual financial statements, the representatives of the statutory auditor reported to the committee on the results of their audit and were available to answer any questions and for detailed discussion of various matters. The Audit Committee prepared the approval and adoption of the financial statements and the remuneration report by the Supervisory Board. It reviewed the quality of the audit of the financial statements, monitored the independence of the external auditor and obtained his declaration of independence. In addition, the Supervisory Board dealt with the management letter for the external audit of the financial statements for 2023. The Audit Committee also prepared the proposal for the election at the Annual General Meeting of the external auditor of the annual financial statements and the consolidated financial statements and of the external auditor of the non-financial consolidated report. The Audit Committee reviewed the non-auditing activities requested by the Company from the external auditor on a quarterly basis. In addition to determining the priorities of the external audit of the financial statements, the Audit Committee also discussed the compliance management system and the compliance plan, internal auditing and the audit plan, the risk management system and the risk situation within the Group, the internal control system, export control, ESG issues and cybersecurity. In addition, it received comprehensive and regular updates on the progress of SAP migration and the organisational project for the interaction of governance, risk management and compliance (GRC). The Audit Committee was regularly briefed on the progress being made within the Group with respect to the new regulatory ESG requirements, particularly under the Corporate Sustainability Reporting Directive (CSRD) and European Sustainability Reporting Standards (ESRS). At an extraordinary meeting, the Audit Committee discussed the possibility of calling for new proposals for the office of external auditor but postponed a decision on this after careful consideration. The Chief Executive Officer and the Chief Financial Officer regularly attended the meetings of the Audit Committee. The Chairman of the Audit Committee regularly conducts governance roadshows to maintain personal contact with proxy advisors and major investors. In view of the agenda items planned for the Annual General Meeting, the governance roadshow held at the beginning of 2024 focussed on Management Board remuneration issues and, in particular, the new Management Board remuneration system.
In addition to current topics, the Personnel Committee primarily dealt with Management Board, remuneration and governance matters in the year under review. In addition to overseeing the preparation of the remuneration report, the Personnel Committee prepared various draft resolutions for the Supervisory Board concerning variable Management Board remuneration and the target agreements with the Management Board, the revision of the Management Board remuneration system, Management Board governance and further training of the Supervisory Board in the following year. The Nominating Committee considered for submission to the full Supervisory Board the recommendations for candidates for the Supervisory Board elections scheduled for the next Annual General Meeting. The Strategy Committee was once again closely involved in the Group’s strategy process. At the committee meetings, the Management Board presented the methodology and results of the trend radar for the systematic identification of megatrends and provided updates on the market, R&D, M&A, sourcing and modularisation strategies. The Strategy Committee also considered product digitisation activities and key account and brand owner management.
The application and further development of the corporate governance rules by the Company, particularly the implementation of the recommendations of the Code, are regularly monitored by the Supervisory Board. The Corporate Governance Statement published on the Company’s website describes the activities of the Supervisory Board with regard to the Declaration of Conformity pursuant to section 161 of the German Stock Corporation Act.
At its meeting on 20 March 2025, the Supervisory Board adopted the annual financial statements for Koenig & Bauer AG as of 31 December 2024 prepared by the Management Board and the remuneration report for the members of the Management Board and the Supervisory Board for 2024 and approved the consolidated financial statements for the Koenig & Bauer Group as of 31 December 2024, including the combined management report and separate non-financial Group report following a discussion with the auditors, its own careful examination and intensive deliberation. The annual financial statements of Koenig & Bauer AG are thus duly adopted in accordance with section 172 of the German Stock Corporation Act. The Supervisory Board also approved the Management Board’s proposal for the allocation of Koenig & Bauer AG’s unappropriated surplus for the 2024 financial year. The resolutions were prepared by the Audit Committee. The chairperson of the Audit Committee reported to the Supervisory Board in detail on the results of the intensive audits and the Committee’s findings as well as on the discussions with the auditors and the Management Board. The auditors reported at length to the Supervisory Board on their audit procedures and findings and were available to answer additional questions. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft in Frankfurt am Main, Nuremberg branch, issued unqualified audit opinions for both sets of financial statements including the combined management report. Furthermore, the separate non-financial Group report underwent a limited assurance review by PricewaterhouseCoopers GmbH. The Supervisory Board, like the Audit Committee, approved the auditor’s findings at its meeting on 19 March 2025 based on its own review. Neither body raised any objections to the consolidated financial statements, the annual financial statements of Koenig & Bauer AG, the combined management report, the non-financial Group report or the remuneration report for 2024.
The external auditor also confirmed that the Management Board had established a risk early detection system meeting the requirements of section 91 (2) of the German Stock Corporation Act. The information and monitoring system, which is appropriate and meets the requirements of the Company, appears to be suitable in terms of its design and actual implementation to identify at an early stage any developments liable to jeopardise the Company’s going-concern status. No material shortcomings in the internal control system and the early risk detection system were reported.
The Supervisory Board would like to thank all employees, the Management Board, managers and employee representatives for their active commitment and constructive cooperation in the 2024 financial year. It expresses its gratitude to the shareholders for their confidence in the Company.
Würzburg, 20 March 2025
Koenig & Bauer AG Supervisory Board
Prof. Dr.-Ing. Raimund Klinkner
Chair of the Supervisory Board