Annual Report 2023

Annual Report 2023

Report by the Supervisory Board

Dear Shareholders,

In accordance with statutory laws, the German Corporate Governance Code, the Articles of Association, and the bylaws, the Supervisory Board supervised and advised the Executive Board, focusing particularly on the C.A.R.E.+ strategy and on corporate planning, accounting, the course of business, the position and outlook, risk management, the internal control system, and compliance. The Executive Board reported regularly during and between the Supervisory Board meetings, both in writing and orally, particularly on significant events and developments in the business and market. The Supervisory Board also discussed and considered external views and developments concerning good corporate governance in Germany and other countries.

The Executive Board and Supervisory Board worked together on the detailed preparation and follow-up of meetings. Discussions took place with and among Supervisory Board members prior to and after the meetings, which were held face-to-face and via video and conference calls. Some members participated in face-to-face meetings by video or telephone. A secure digital platform is available for drafts, documents, and comments.

The Supervisory Board conducted a self-assessment (external efficiency audit) during the course of the year and had training seminars on sustainability as well as diversity and inclusion.

Full Supervisory Board

The Supervisory Board met six times (five face-to-face meetings and one video/conference call). The meetings regularly addressed strategic orientation, business developments, interim financial statements, compliance, Executive Board matters, and significant individual transactions. Proposed resolutions were carefully examined and discussed. All members of the Executive Board generally took part in the Supervisory Board meetings. Part of each meeting took place in the presence of the Supervisory Board members alone. The meetings early in the year focused on the prior year’s annual financial statements. At the mid-year meetings, the Supervisory Board discussed strategic orientation and investment projects. The meetings at the end of the year concentrated on planning for the following year, investment projects, and Executive Board remuneration.

On February 3, 2023, the Supervisory Board discussed the achievement of the Executive Board targets for fiscal year 2022, set the total remuneration for Executive Board members, and adopted the 2022 remuneration report. The members also discussed the qualification matrix for the Supervisory Board and the self-assessment (efficiency audit) planned for later in the year.

On February 21, 2023, the Supervisory Board had an in-depth discussion about the development of the business in 2022, looking at brands, categories, and volumes. The Executive Board gave a detailed presentation on key financial figures and developments in market share as well as on the business segments and regions. Other topics comprised diversity and inclusion, sustainability, investment projects, and the strategies for HR and research and development. The auditor gave a thorough report on the scope, areas of emphasis, and findings of the audit. After intensive discussion, the Supervisory Board approved the annual and consolidated financial statements and the combined management report for Beiersdorf AG and the Group, including the Corporate Governance Statement and the combined Non-financial Statement for Beiersdorf AG and the Group. It thereby adopted the annual financial statements for fiscal year 2022. It discussed the Executive Board reports on dealings among Group companies and on the disclosures required under takeover law and approved the Supervisory Board’s report to the Annual General Meeting. It approved the proposal for the appropriation of net retained profits for fiscal year 2022. After an explanation of the new legal provisions on the holding of virtual meetings, it approved the agenda and proposed resolutions for the online Annual General Meeting on April 13, 2023. It also approved the proposal to the Annual General Meeting prepared by the Nomination Committee for the election of Uta Kemmerich-Keil to the Supervisory Board as a shareholder representative.

Following the Annual General Meeting on April 13, 2023, the Supervisory Board discussed the recent performance of the business and the outlook for fiscal year 2023. The Executive Board gave a detailed presentation on the development of sales and market share in various product categories and regions. The Executive Board also explained the latest developments at the La Prairie and Chantecaille brands and reported on its strategy for the coming years. The Supervisory Board discussed the upcoming self-assessment (efficiency audit) and the procedure for this. Finally, it adopted resolutions on changes in the composition of its committees and the issue of the audit engagement for the auditor’s review of the half-year financial statements and the audit of the annual financial statements for fiscal year 2023 in accordance with the resolution of the Annual General Meeting.

At an extraordinary meeting on May 26, 2023, the Supervisory Board discussed Executive Board matters.

On September 1, 2023, the Supervisory Board discussed business developments using reports on selected topics from the Executive Board’s areas of responsibility. In particular, the Supervisory Board heard reports on the business performance and on further plans in the Emerging Markets and at Chantecaille. The Executive Board presented its development of a new Executive Board strategy involving the refinement of certain aspects of the strategy C.A.R.E.+ and an update on the numerous investment projects in the company as well as a report on business developments at tesa. The Supervisory Board passed a resolution on the audit engagement for the 2023 non-financial report and expressed its agreement in principle with the choice of the new auditor for fiscal year 2024.

On December 1, 2023, the Supervisory Board discussed the Group’s business performance up to the end of October using the key financial figures and development of market share by region, brand, and category. The Executive Board, which reported on individual aspects of its activity, also presented a look ahead at 2024. The Supervisory Board looked at the results of the self-assessment (efficiency audit) conducted during 2023. It agreed on investment projects, approved the corporate planning for 2024, and adopted the Declaration of Compliance with the German Corporate Governance Code for fiscal year 2023. Finally, the Supervisory Board set the targets and target total remuneration for the members of the Executive Board for fiscal year 2024 and confirmed their appropriateness.

In February 2024, the Supervisory Board discussed the achievement of the targets set for the Executive Board for fiscal year 2023, determined the total remuneration, and substantiated annual targets. It approved the annual and consolidated financial statements, along with the associated reports, and approved the proposed resolutions for the Annual General Meeting on April 18, 2024.


The Supervisory Board prepares its work in six committees. These can make decisions in place of the Supervisory Board in individual cases. The chairpersons of the committees provided the Supervisory Board with regular detailed reports on the committees’ work. The Mediation Committee did not meet in fiscal year 2023.

The Presiding Committee (five meetings, all face-to-face) discussed business performance, Executive Board remuneration, and other Executive Board matters along with individual important transactions. It prepared and followed up on the meetings of the full Supervisory Board.

The Audit Committee (seven meetings, of which six were face-to-face and one was by video or conference call) primarily performed the preliminary examination of the annual and interim financial statements and combined management report, discussed the Executive Board’s proposal for the appropriation of net retained profits, verified the independence and discussed the appointment of the auditor, specified the areas of emphasis for the audit, and discussed the legislative changes affecting the audit process. The committee made a proposal to the Supervisory Board for the election of the auditor by the Annual General Meeting. The auditor reported to the Audit Committee on the key findings of the audit, the results of the audit review of the half-year report for 2023, and other auditing matters. The committee also discussed the content and auditing of the combined Non-financial Statement. The committee, whose meetings on audit-related matters were also attended by the auditor, regularly addressed business developments. Other matters regularly discussed comprised risk management, internal auditing, sustainability reporting, the selection process for the new auditor, cybersecurity, the German Supply Chain Due Diligence Act (Lieferkettensorgfaltspflichtengesetz), and the scope of non-audit services provided by the auditor.

The Finance Committee (four meetings, all face-to-face) particularly discussed investments and the investment strategy. It received regular reports on investment projects. Other topics comprised whistleblower protection, supply chain due diligence obligations, venture capital, and compliance.

The Personnel Committee (two meetings, both face-to-face) discussed the long-term planning of positions on and beneath the Executive Board. In this context, it looked at the acquisition, development, and management of talent. The committee also addressed diversity and inclusion.

The Nomination Committee (two meetings, of which one was held face-to-face and one by video or conference call), taking into account the Supervisory Board’s targets for its composition, the profile of skills and expertise, and the other requirements arising from law and the German Corporate Governance Code, decided on its recommendation to the full Supervisory Board concerning the candidates to be proposed to the Annual General Meeting on April 13, 2023. The committee also discussed the upcoming new election of the shareholder representatives to the Supervisory Board at the 2024 Annual General Meeting.

The participation rate in meetings was approximately 94% for the full Board, 95% for the Presiding Committee, approximately 97% for the Audit Committee, and 100% for the Finance, Personnel, and Nomination Committees. The participation rates for the individual members who did not attend every meeting were as follows: approximately 83% of full Board meetings for Reiner Hansert, Wolfgang Herz, Manuela Rousseau, and Kirstin Weiland, 80% of Presiding Committee meetings for Manuela Rousseau, and approximately 86% of Audit Committee meetings for Frédéric Pflanz. There were no indications of any conflicts of interest relating to Executive Board or Supervisory Board members. Having initially been court-appointed effective August 1, 2022, Uta Kemmerich-Keil was also elected by the Annual General Meeting on April 13, 2023, as Martin Hansson’s successor.

Annual financial statements and audit

The annual financial statements are prepared in accordance with the requirements of the Handelsgesetzbuch (German Commercial Code, HGB), and the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRSs), as adopted by the EU, and taking into account the applicable interpretations of the IFRS Interpretations Committee. The supplementary requirements of German law are also applied. The auditor audited the 2023 annual financial statements and consolidated financial statements, the combined management report for Beiersdorf AG and the Group, and the combined non-financial statement for Beiersdorf AG and the Group and issued unqualified audit opinions for them. With regard to the Executive Board’s report on dealings among Group companies (§ 312 Aktiengesetz (German Stock Corporation Act, AktG)) required due to the majority interest held by maxingvest GmbH & Co. KGaA, Hamburg, the auditor, following the completion of the audit in accordance with professional standards, confirmed that the information contained therein is correct; that the compensation paid by the company with respect to the transactions listed in the report was not inappropriately high; and that there are no circumstances which would justify, in relation to the measures specified in the report, a materially different opinion than that held by the Executive Board.

The Supervisory Board received the fiscal year 2023 annual financial statements, consolidated financial statements, combined management report for Beiersdorf AG and the Group, including the combined Non-financial Statement for Beiersdorf AG and the Group, the report on dealings among Group companies, and the Auditor’s Reports immediately after their preparation. Prior to this, the Supervisory Board received and discussed drafts of the provisional financial statements. The auditor participated in the deliberations of the Supervisory Board on the annual financial statements of Beiersdorf AG and the Group and reported on the key findings of the audit to the Audit Committee and to the full Supervisory Board. The Supervisory Board’s examination of the annual financial statements and consolidated financial statements, combined management report, and combined Non-financial Statement for Beiersdorf AG and the Group, the report on dealings among Group companies, including the concluding declaration by the Executive Board, and the Auditor’s Reports did not raise any objections. At an ordinary meeting on February 23, 2024, the Supervisory Board concurred with the auditor’s findings and approved the annual financial statements of Beiersdorf AG and the consolidated financial statements for the year ending December 31, 2023; the annual financial statements of Beiersdorf AG are thus adopted. The Supervisory Board endorsed the Executive Board’s proposal on the appropriation of retained net profits.

For its entire 2019–2024 term of office, and particularly fiscal year 2023, the Supervisory Board would like to thank the customers, in homes and businesses alike, who have been loyal to Beiersdorf and supported us with constructive feedback, helping us to achieve our best. We would also like to thank the Beiersdorf employees, who have thrown themselves into all the challenges with great success. Our thanks also go to our business partners, who have worked with us in difficult times to ensure outstanding customer service. And finally, we would like to thank our loyal shareholders. Thank you all. Our term of office and the last fiscal year have been shaped by uncertainty. That trend is set to continue. The task for all of us is and will remain to ensure we do our best for customers – always and everywhere. Beiersdorf proved again in 2023 that they can rely on us. All Beiersdorf employees worldwide deserve special thanks and recognition for another extraordinarily successful year in the difficult environment after 2019. Thank you from the Supervisory Board and for all shareholders!

Hamburg, February 23, 2024

For the Supervisory Board

Reinhard Pöllath, Chairman of the Supervisory Board (photo)

Reinhard Pöllath

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