Efficient work in five Supervisory Board committees

In order to discharge its duties efficiently, the Supervisory Board has set up committees and regularly assesses their needs and their work during the year under review.

The following five committees existed during the year under review:

  • General Committee,
  • Acquisition Committee,
  • Audit Committee,
  • “Capital Markets and Communications” Committee,
  • Nominations Committee.

Their tasks are explained in more detail in the Corporate Governance Report.

The committees generally prepare the resolutions of the Supervisory Board and the topics to be dealt with by the full assembly of the Supervisory Board. As far as legally admissible, decisionmaking rights were granted to the various committees in individual cases by the standard operating procedures or by Supervisory Board decisions. The chairmen of the committees reported regularly and in detail on the subject matter and outcomes of committee meetings in Supervisory Board meetings.

The General Committee is responsible for deliberation and resolutions on especially urgent matters, as far as legally admissible; in addition, it continually advises the Management Board. The General Committee did not meet in the year under review. Issues were submitted to the Supervisory Board by the Management Board in each case in such a timely manner, that resolutions could be passed in the full assembly, in some cases also in writing.

The Acquisition Committee prepares the decisions of the Supervisory Board on corporate and/or portfolio acquisitions. This committee did not meet in the year under review.

The Audit Committee met four times in the year under review, each time prior to the publication of the corporate figures. It is concerned, in particular, with issues such as accounting, the efficacy of the internal control system, the risk management, the internal revision system, and compliance, as well as the final audit. It hereby deals particularly with the independence of the auditor, the issuing of the audit mandate to the auditor, the fee agreement, and the determination of focus areas for the audit. In the presence of representatives of the company and Group auditor as well as the Management Board, the Audit Committee primarily discussed the annual and consolidated financial statements and the risk management system in its first meeting. In its three other meetings, the Audit Committee moreover discussed in detail with the Management Board the quarterly, half-year and nine-months results to be published together. It recommended an auditor for the financial year 2009 to the Supervisory Board, and oversaw the independence of the auditor. A statement of independence was obtained from the auditor.

The Audit Committee is comprised of three (since March 2010: four) members of the Supervisory Board who have the necessary expertise in the areas of accounting and auditing. The chairman of the committee, Uwe E. Flach, fulfils all stipulations of § 100 para. 5 of the German Stock Corporation Act.

The "Capital Markets and Communications" Committee met once during the year under review. In this meeting, it dealt intensively with the share price development, the share price movements and shareholder structure, and with the current activities of the company in the area Capital market/IR. The Committee also discussed the status of the communications policy of the company and the future communications strategy, particularly towards potential new investors.

The Nominations Committee did not meet during the year under review, since no replacements were necessary.

My Annual Report