annual financial statement 2011 - conwert Immobilien Invest SE

INTRO | MANAGEMENT REPORT |
| FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
Auditors‘ Report
Report of the Administrative Board
REPORT OF THE ADMINISTRATIVE BOARD
(IN ACCORDANCE WITH § 41 OF THE AUSTRIAN SOCIETAS EUROPAEA ACT)
The Administrative Board performed the duties required by law and the articles of association,
strategically managed the company and conducted its business together with the Executive Directors
during the 2011 financial year. Moreover, the Administrative Board monitored the daily operating
activities that were delegated to the Executive Board and provided advice and support to the Executive
Board for this work. At Administrative Board meetings and on other occasions, the Executive Board
supplied the Administrative Board with regular and extensive information in oral or written form on
operating activities, the financial position of the company and development of the Group.
Kerstin Gelbmann, Eveline Steinberger-Kern and Alexander Tavakoli were elected new members of
the Administrative Board at the Annual General Meeting on 20 May 2011 At the constituent meeting
subsequent to the Annual General Meeting, Kerstin Gelbmann was elected Vice-Chairwoman and
Chairwoman of the Audit Committee. At the same time, Friedrich Kadrnoska and Harald Nograsek
resigned from their mandate as members of the Administrative Board at the end of the Annual
General Meeting, which had to resolve on the financial statements of the financial year 2010. In the
course of these new appointments, Johannes Meran was confirmed as Chairman of the Administrative
Board and Vice-Chairman of the Audit Committee. At the meeting of the Administrative Board on
28 September 2011, Franz Pruckner was elected new Vice-Chairman of the Administrative Board and
Chairman of the Audit Committee. The Administrative Board thus consists of the following members:
+ Johannes Meran, Chairman of the Administrative Board
+ Franz Pruckner, Vice-Chairman of the Administrative Board
+ Kerstin Gelbmann, Member
+ Eveline Steinberger-Kern, Member
+ Alexander Tavakoli, Member
The Administrative Board therefore consisted of five members as of 31 December 2010 and held
15 meeting during the 2011 financial year.
At its meeting on 25 January 2011 the Administrative Board adopted the resolution to deal with all
matters which fall under its scope of responsibility in its entirety in the future and to abolish all
committees with the exception of the legally required Audit Committee. All five Administrative Board
members were members of the Audit Committee during the entire year 2011.
The focus of the work of the Administrative Board was of course placed on the property business in its
scope of competence again in the year 2011. As the Property Committee no longer exists, the entire
Administrative Board now had to consider any property investment with a value of more than EUR 3
million in accordance with the rules of procedure. In the financial year 2011, the Administrative Board
adopted a total of 59 resolutions at 15 meetings and 31 resolutions by circulation.
The Audit Committee discussed the annual and consolidated financial statements including the
management reports, the Corporate Governance Report, as well as the audit reports and the
management letter issued by the auditor, and reported to the Administrative Board on these
documents. The Audit Committee was also responsible for the selection of the auditor, negotiations
to determine the auditor’s fee, the preparation of the audit schedule for the reporting year as well as
the essential results of the audit. The Audit Committee met twice.
The annual financial statements and the management report of conwert Immobilien Invest SE for
the 2010 financial year as well as the consolidated financial statements and the group management
report of the conwert Group for the 2010 financial year, which were prepared by the Executive Board,
were audited by Ernst & Young Wirtschaftsprüfungsgesellschaft mbH. This audit provided no grounds
for objections. The auditor has therefore confirmed that the annual financial statements of conwert
Immobilien Invest SE comply with the principles of correct bookkeeping and provide a true and fair
view of the asset, financial and earnings position of the company, and that the management report
agrees with the annual financial statements. The consolidated financial statements were audited
on the basis of the International Standards on Auditing issued by the International Federation of
Accountants (IFAC) and considered to be in accordance with these rules. Accordingly, the auditor has
issued an unqualified opinion in each case.
The compliance audit of the Corporate Governance Report in accordance with §243b of the Austrian
Commercial Code (UGB) was performed by Univ. Prof. DDr. Waldemar Jud Corporate Governance
Forschung CGF GmbH, and the results provided no grounds for material objections.
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