Report of the Supervisory Board

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Cooperation between the Management and the Supervisory Board

Carrying out its monitoring and advisory activities, the Supervisory Board was regularly kept informed by the management in a timely and comprehensive oral and written manner about, among other things:

all important matters relating to business policy
the course of business
profitability
the situation of the Company and of the Group
corporate strategy and planning
the risk situation
risk management and compliance
the work of Internal Audit
important transactions

Based on the reports provided by the Management Board of the general partner, the Supervisory Board extensively discussed all significant business operations in the Audit Committee and in its plenary meetings, depending on their areas of responsibility. The Management Board of the general partner discussed the Company’s strategic direction in detail with the Supervisory Board. The Supervisory Board passed resolutions within its legal and company statutory authority.

In 2022, the Supervisory Board of Fresenius SE & Co. KGaA convened for four regular meetings on March 17, May 13, October 13, and December 1, and for five extraordinary meetings on February 18, April 27, August 19 and 31, and December 16. Three meetings of the Supervisory Board were held in person, five as a video conference, and one as a mixed face-to-face and video conference meeting. Before the meetings, the Management Board of the general partner sent detailed reports and comprehensive approval documents to the members of the Supervisory Board on a regular basis. At the meetings, the Supervisory Board discussed with them in detail the business performance and any important corporate matters, based on the reports from the general partner’s Management Board.

All matters requiring Supervisory Board approval were submitted with sufficient time for proper scrutiny. After reviewing the related approval documents and following detailed consultation with the Management Board of the general partner, the Supervisory Board approved all matters submitted to it.

The Supervisory Board was also informed about any important business operations occurring between meetings. In addition, the Chair of the general partner’s Management Board regularly informed the Chair of the Supervisory Board in separate meetings about the latest development of the business and forthcoming decisions and discussed them with him.

Meeting participation

Prof. D. Michael Albrecht, Ms. Frauke Lehmann, Prof. Iris Löw-Friedrich, and Ms. Susanne Zeidler were each absent from one Supervisory Board meeting. Otherwise, all meetings of the Supervisory Board and its committees in 2022 were attended by all sitting members of the Supervisory Board of Fresenius SE & Co. KGaA or of the respective committee.

Participation in meetings of the Supervisory Board and its committees is also reported individually for each member on the Company’s website. Information on this can be found in the “Supervisory Board section”.

Main focus of the Supervisory Board’s activities

In 2022, once again, the Supervisory Board mostly focused its monitoring and advisory activities on supporting business operations and investments carried out by the business segments. The Supervisory Board thoroughly reviewed and discussed all business operations of significance to the Company with the Management Board of the general partner. The Supervisory Board also dealt with the following items:

Budget
Medium-term planning of the Fresenius Group
Cost-cutting and efficiency-enhancing measures
Strategic orientation of the Fresenius Group and its business segments
Further development of the risk management and internal control system

At its plenary meetings and within the Audit Committee, the Management Board of the general partner also kept the Supervisory Board regularly informed about the Group’s risk situation and risk management activities, as well as compliance.

At the meeting on February 18, 2022, the Supervisory Board obtained information on the planned communication within the framework of the forthcoming financial statement press conference.

At its meeting on March 17, 2022, the Supervisory Board dealt in detail with the audit and approval of the financial statements and the consolidated financial statements (IFRS), as well as the management report and the Group management report of Fresenius SE & Co. KGaA as of December 31, 2021. The results for 2021 were discussed on the basis of a detailed report provided by the Chair of the Audit Committee and statements by the auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main. At the same meeting, the resolution took place on the compensation report for Fresenius SE & Co. KGaA for 2021, the report of the Supervisory Board of Fresenius SE & Co. KGaA for 2021, the corporate governance declaration of Fresenius SE & Co. KGaA for 2021, the profit appropriation proposal of the general partner, Fresenius Management SE, and the separate Group Non-financial Report for 2021. In addition, the business segments reported in detail on the course of business in the first two months of the fiscal year. Another topic of discussion was the Annual General Meeting of Fresenius SE & Co. KGaA, which was again held virtually. In addition, reports were made on the personnel work at Fresenius and the further development of risk management.

At the Supervisory Board meeting on April 27, 2022, the Supervisory Board obtained information on personnel matters.

At its meeting on May 13, 2022, following the immediately preceding appointment of two shareholder representatives at the Annual General Meeting, two members and the Chair of the Audit Committee and one member of the Nomination Committee were appointed. In addition, the Management Board of the general partner reported on business performance for the months January through April 2022.

At the meeting on August 19, 2022, the Supervisory Board obtained information on personnel matters.

The meeting of the Supervisory Board on August 31, 2022 focused on the progress of the planned cost-cutting and efficiency-enhancing measures and the subject of ESG and the planned ESG component in the LTIP 2023. A report on business performance from January through September 2022 was also given to the members of the Supervisory Board, along with an outlook for the rest of the fiscal year. The focus here was on the Fresenius Group and Fresenius Medical Care.

At the meeting on October 13, 2022, the members of the Supervisory Board were informed in detail about business performance from January through September 2022. The Supervisory Board also discussed the declaration of conformity with the German Corporate Governance Code and the issue of IT security at Fresenius.

At the meeting on December 1, 2022, information was provided about the 2023 budget and the mid-term planning for 2024 through 2025, and the 2023 financial budget and the maturities for 2024 through 2025. The Management Board of the general partner also reported on the business performance from January through October 2022. The Chair of the Audit Committee reported in detail on the status of preparation of the financial statements. A resolution also took place on the Supervisory Board’s objectives for its composition and profile of skills, on the declaration of conformity with the German Corporate Governance Code, and on holding the 2023 Annual General Meeting of Fresenius SE & Co. KGaA as a virtual Annual General Meeting in accordance with Section 118a of the German Stock Corporation Act. At this meeting, the Supervisory Board also conducted a self-assessment in accordance with Recommendation D.12 of the German Corporate Governance Code.

The meeting held on December 16, 2022 focused on the 2023 budget and the mid-term planning for 2024 through 2025.

Corporate Governance

On December 20, 2022, the Supervisory Board of Fresenius SE & Co. KGaA and the Management Board of the general partner issued the declaration of conformity with the German Corporate Governance Code in accordance with Section 161 of the German Stock Corporation Act and made it permanently available to the shareholders on the Company’s website.

In 2022, the Chair of the Supervisory Board of Fresenius SE & Co. KGaA was ready, to the extent permitted by law and in close consultation with the Management Board of the general partner, to hold discussions with investors on topics specific to the Supervisory Board. In November 2022, the Chair of the Supervisory Board of Fresenius SE & Co. KGaA participated in a Corporate Governance Roadshow.

The Management Board of the general partner and the Supervisory Board of Fresenius SE & Co. KGaA have a duty to act in the best interests of the Company. In performing their activities, they do not pursue personal interests or bestow unjustified benefits on others. Any secondary activities or dealings with the Company by members of the corporate bodies must immediately be reported to, and approved by, the Supervisory Board.

There were no conflicts of interest of Supervisory Board members in the past fiscal year.

There are regular separate preliminary meetings of the employee representatives and consultations among the shareholder representatives.

The members of the Supervisory Board independently undertake the necessary training and further education measures for their tasks. They keep themselves regularly informed, through internal and external sources, about the latest requirements with regard to their supervisory activities. The Supervisory Board at all times ensures that its members are suitably qualified, keep their professional knowledge up to date, and further develop their judgment and expertise. They are supported appropriately by the Company. External experts as well as experts from the Company provide information about important developments, for example about relevant new laws and precedents or changes in the IFRS accounting and auditing standards. In 2022, a special training session was held on the requirements of ESG reporting. In addition, the Company offers an individual onboarding for new members of the Supervisory Board.

For more information on Corporate Governance at Fresenius, please see the Corporate Governance Declaration. Fresenius has disclosed the information on related parties in the Notes.

Separate Group Non-financial Report

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, audited the separate Group Non-financial Report for 2022 and found no reason to object.

The separate Group Non-financial Report and the audit report of the appointed auditor were made available to each member of the Supervisory Board of the Company in good time. At their meetings on March 15 and 16, 2023, the Audit Committee and then the plenary meeting of the Supervisory Board discussed all the documents in detail.

The auditor delivered a report on the main findings of the audits at each of these meetings. The Audit Committee and the Supervisory Board approved the auditor’s findings. The Audit Committee’s and the Supervisory Board’s own audits also found no objections to the separate Group Non-financial Report. At its meeting on March 16, 2023, the Supervisory Board approved the separate Group Non-financial Report presented by the general partner.

Work of the committees

In order to perform its duties efficiently, the Supervisory Board has formed various permanent committees, which prepare the consultations and resolutions during plenary meetings or can pass resolutions themselves. The committees of the Supervisory Board consist of an Audit Committee, a Nomination Committee, and a Joint Committee.

The Audit Committee held eight meetings in the reporting year, four face-to-face and four videoconferences.. The main focus of its monitoring activities was the preliminary audit of the annual financial statements and consolidated financial statements for 2021. It also discussed the audit reports and the focal points of the audit with the auditor. The Audit Committee discussed the audit risk assessment, the audit strategy, and audit planning, as well as the auditor’s findings, with the auditor. The Chair of the Audit Committee held regular discussions with the auditor on the progress of the audit and reported back to the Audit Committee. The Audit Committee held regular consultations with the auditor, including in the absence of the Management Board. Another matter dealt with by the Audit Committee was its recommendation to the Supervisory Board regarding which auditing firm to propose as auditor for the annual financial statements and consolidated financial statements for 2022. Following the recommendation of the Audit Committee, the Supervisory Board proposed to the 2022 Annual General Meeting that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed as auditor of the annual financial statements and auditor of the consolidated financial statements for 2022 and as auditor for any review of interim financial information within the meaning of Section 115(7) of the German Securities Trading Act (WpHG) that is prepared before the 2023 Annual General Meeting.

The Audit Committee also dealt with the following items in detail:

the 2022 quarterly reports
half-year report including its review
assessment of the quality of the audit
monitoring reports on progress of acquisitions
compliance and internal audit
review of the risk management system, the internal control system, and the internal auditing system
approval of non-audit services by Pricewaterhouse-Coopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main

The Chair of the Audit Committee reported regularly to the Supervisory Board on the work of the Audit Committee in the subsequent meeting.

Represented by the Chair of the Audit Committee, regular dialog is maintained between the Supervisory Board and the Audit Committee, on the one hand, and the auditor on the other, even outside of meetings.

The Company’s Nomination Committee met twice in 2022. The meetings were held as a combination of face-to-face meetings and meetings via video conferencing. The Nomination Committee dealt in particular with the preparation of the appointment of the two shareholder representatives Ms. Susanne Zeidler and Dr. Christoph Zindel to the Supervisory Board in May 2022 and with the profile of skills of the Supervisory Board, its composition, and its representation in a skills matrix.

The Joint Committee is responsible for approving certain important transactions of Fresenius SE & Co. KGaA and certain legal transactions between the Company and the Else Kröner-Fresenius-Stiftung. In 2022, no transactions were carried out that required its approval. Therefore, the Joint Committee did not meet in 2022.

There is no Mediation Committee because the Supervisory Board of Fresenius SE & Co. KGaA does not appoint the members of the Management Board of Fresenius Management SE.

In the context of the capital increase from approved capital to pay share dividends, the Supervisory Board formed the “Capital increase share dividends” ad hoc committee and transferred to this committee the powers granted to the plenary meeting according to the provisions of the law, the articles of association, or the rules of procedure in connection with the share dividends and the associated capital increase. The members of this committee were Mr. Wolfgang Kirsch (Chair), Ms. Grit Genster, and Ms. Susanne Zeidler. The committee met once in a virtual meeting in June.

For more information about the committees, their composition, and their work methods, please refer to the Corporate Governance Declaration.

Personnel

The member of the Supervisory Board Ms. Hauke Stars, who was appointed by the Annual General Meeting in 2021, resigned from her position as member of the Supervisory Board and therefore left the Company’s Supervisory Board on January 31, 2022, prior to the normal end of her time in office. With effect from February 9, 2022, Ms. Susanne Zeidler was appointed as member of the Supervisory Board by a court until the conclusion of the Annual General Meeting in 2022. The Annual General Meeting of Fresenius SE & Co. KGaA on May 13, 2022 saw the end of the term of office of Supervisory Board member Mr. Klaus-Peter Müller, who was appointed by the Annual General Meeting in 2021. Ms. Susanne Zeidler and Dr. Christoph Zindel were appointed as shareholder representatives on the Supervisory Board by the Annual General Meeting on May 13, 2022.

In its meeting on May 13, 2022, the Supervisory Board appointed Ms. Susanne Zeidler and Dr. Christoph Zindel as members of the Audit Committee and Ms. Susanne Zeidler as its Chair. In addition, in the Supervisory Board meeting on May 13, 2022, Ms. Susanne Zeidler was appointed as a member of the Nomination Committee. By way of a resolution of the Annual General Meeting of May 13, 2022, Ms. Susanne Zeidler was appointed as a member of the Joint Committee for the Supervisory Board.

The composition of the Management Board of the general partner, Fresenius Management SE, also changed in the past fiscal year. As of September 1, 2022, Ms. Sara Hennicken was appointed as a member of the Management Board responsible for the financial department (CFO). She succeeds Ms. Rachel Empey, who left the Company on August 31, 2022.

As of October 1, 2022, the member of the Management Board responsible for the Fresenius Kabi business segment, Mr. Michael Sen, was appointed Chair of the Management Board. He succeeds Mr. Stephan Sturm, who left the Company on September 30, 2022.

Mr. Rice Powell resigned from the Management Board as of September 30, 2022. Dr. Carla Kriwet was appointed as a member of the Management Board for the Fresenius Medical Care business segment as of October 1, 2022, and resigned as of December 5, 2022. As of December 6, 2022, Ms. Helen Giza was appointed as a member of the Management Board of Fresenius Management SE for the Fresenius Medical Care business segment.

Financial statements and consolidated financial statements

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, audited the annual financial statements and the management report as well as the consolidated financial statements and the Group management report of the Company for 2022. The firm was appointed as auditor in accordance with a resolution passed at the Annual General Meeting of Fresenius SE & Co. KGaA on May 13, 2022, and was subsequently commissioned by the Supervisory Board. Except for the meetings on April 27, 2022 and August 19, 2022, the auditor attended all the meetings of the Supervisory Board and all the meetings and conference calls of the Audit Committee.

The annual financial statements, management report, and Group management report of the Company have been prepared in accordance with the accounting regulations of the German Commercial Code (HGB), and the consolidated financial statements of the Company have been prepared in accordance with IFRS, as applicable in the EU, and the supplementary provisions of commercial law applicable in accordance with Section 315e HGB. The auditor issued their unqualified audit opinion for these statements.

The financial statements, the consolidated financial statements, the management reports, and the auditor’s reports were submitted to each member of the Company’s Supervisory Board within the required time. The auditor reported on the main findings of their audits at the meetings on March 15 and 16, 2023. In relation to the accounting procedure, the auditor found no weaknesses in the risk management system or the internal control system. At these meetings, first the Audit Committee and then the Supervisory Board discussed in detail all the documents submitted and the findings of the audit presented by the auditor.

The Audit Committee and the Supervisory Board approved the auditor’s findings. The Audit Committee’s and the Supervisory Board’s own audits also found no objections to the Company’s financial statements and management report or the consolidated financial statements and the Group management report. At its meeting on March 16, 2023, the Supervisory Board approved the financial statements presented by the general partner.

The Supervisory Board concurs with the general partner’s proposal for the 2022 profit distribution.

The Supervisory Board would like to thank the members of the Management Board of the general partner and all employees for their achievements in the past fiscal year.

Bad Homburg v. d. H., March 16, 2023

The Supervisory Board of Fresenius SE & Co. KGaA

Wolfgang Kirsch
Chairman