annual financial statement 2011 - conwert Immobilien Invest SE

INTRO | MANAGEMENT REPORT |
| FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
Corporate Governance
+ A member of the Administrative Board should not have been an auditor of the company, should
not have owned a share in or have been employed by the auditing firm entrusted with the current
audit.
+ A member of the Administrative Board should not serve on the management board or Executive
Board of another company in which a member of the company’s Executive Board holds a position
on the Administrative or Supervisory Board.
+ A member of the Administrative Board should not be closely related (direct descendants,
husband/wife, companion, parent, uncle, aunt, brother/sister, niece/nephew) to a member of the
Executive Board or to persons who hold one of the positions mentioned above.
In accordance with rule 53 and the above-mentioned guidelines of the Austrian Corporate Governance
Code, the following members of the Administrative Board are considered to be independent:
+ Johannes Meran
+ Franz Pruckner
+ Kerstin Gelbmann
+ Eveline Steinberger-Kern
+ Alexander Tavakoli
For the sake of completeness it should be mentioned that the two Administrative Board members
who resigned in 2011, Friedrich Kadrnoska and Harald Nograsek, were to be considered independent
in accordance with Rule 53 and the above-mentioned guidelines of the CGC.
ADMINISTRATIVE BOARD MEETINGS IN THE FINANCIAL YEAR 2011
In the financial year 2011, the Administrative Board held 15 meetings. Kerstin Gelbmann and Eveline
Steinberger-Kern were elected to the Administrative Board at the Annual General Meeting of
20 May 2011, and Kerstin Gelbmann was elected Vice-Chairwoman as well as Chairwoman of the
Audit Committee. At the same time, Friedrich Kadrnoska and Harald Nograsek resigned from their
mandates with the close of this Annual General Meeting. At the meeting held on 28 September
2011, Franz Pruckner was elected the new Deputy-Chairman of the Administrative Board and the
Chairman of the Audit Committee.
With the exception of the Audit Committee, in which all members of the Administrative Board are
currently members, all other committees were disbanded. The Administrative Board in its entirety
deals with all matters that fall under its scope of competence. 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. Regarding related party transactions please refer to the notes.
AUDIT COMMITTEE
Function Meetings 2011
The Audit Committee discusses the annual and consolidated financial statements, monitors the accounting
process as well as the audit of the annual and consolidated financial statements itself. It reviews
the audit reports and the management letter of the auditor on the functionality of the risk management
system, the proposal of the Executive Board on the appropriation of profit, the (group) management report
and the Corporate Governance report. In addition, the Audit Committee deals with the preparation of
the proposal for the appointment of the auditor and the auditor fees. The Audit Committee reports to the
Administrative Board on these matters.
In addition, circular resolutions were passed. More detailed information on the activities of the
committees can be found in the report of the Administrative Board.
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