Consolidated Annual Report 2012 and Single-Entity ... - PVA TePla AG

22 PVA TePla AG Annual Report 2012
The focus of the Supervisory Board meeting on June 13,
2012 was the state of business at the PVA TePla Group
and its individual divisions as of April 30, 2012. We compared
incoming orders and order backlog at the time to
the figures budgeted for in each case and the figures from
the previous year. The problematic photovoltaic industry
was a particular point of discussion. We discussed the
Company’s position in detail and came to the conclusion
together with the Management Board that, in view of its
underlying premises such as the long-term positive outlook
for the solar industry, PVA TePla’s current strategy is the
right one. In addition, we were also informed about the
status and further course of contractual negotiations relating
to the planned acquisition of Munich Metrology GmbH
and the resulting strategic development of the Metrology
Systems business unit. The Supervisory Board agreed unanimously
on the acquisition of Munich Metrology GmbH.
The acquisition of Munich Metrology in July 2012 was discussed
at the Supervisory Board meeting on September
21, 2012. The current business situation, market and competitive
environments of each division were discussed at
length and the full-year forecast for 2012 was debated and
approved. The implications of and measures relating to the
decline in order intake in the ongoing fiscal year were discussed
in detail. The cost reduction program prepared by
the Management Board such as a reduction in personnel
costs – centered on the introduction of reduced work hours
– and in non-personnel costs was presented together with
the effects of these measures.
At the last Supervisory Board meeting of 2012 on November
30, 2012, points of discussion included a detailed debate
on the strategic development of the Company and
the ongoing cost reduction measures, ongoing projects
and the business situation as of October 31, 2012 including
order intake and order backlog, planning for the period
between 2013 and 2015 including investment and personnel
planning, which was acknowledged and agreed by
the Supervisory Board. In view of the substantial decline
in order intake and the resulting fall in prepayments, we
found that PVA TePla continues to be able to plan based on
a solid financial footing. The meeting additionally focused
on questions relating to planning on preparations to draw
up and audit the annual financial statements. The Supervisory
Board was also in agreement with the budget plan
for 2013 as presented by the Management Board, and reviewed
and signed the Declaration of Compliance with the
German Corporate Governance Code.
CORPORATE GOVERNANCE AND
THE DECLARATION OF COMPLIANCE
At the meeting held on November 30, 2012, the Supervisory
and Management Boards discussed, among other
matters, the update to the Declaration of Compliance
with the German Corporate Governance Code pursuant to
Section 161 of the AktG. The updated joint Declaration of
Compliance was made permanently available to the public
in November 2012 on the internet site www.pvatepla.com
under “Investor Relations - Corporate Governance”. Deviations
from this Code were discussed intensively and substantiated
in meetings between the Management Board
and the Supervisory Board. In line with item 3.10 of the
German Corporate Governance Code, the Management
Boad publishes its report on the Company’s internet site
under: http://www.pvatepla.com/pva-tepla-service/investor-relations/corporate-governance.
It was proposed to the Annual General Meeting that it
appoint the auditing firm Ebner Stolz Mönning Bachem
GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
as auditor of the annual financial
statements and consolidated financial statements for the
fiscal year 2012. The Supervisory Board satisfied itself as to
the auditor’s independence as defined in Section 107 (3),
sentence 2 of the AktG and requested, received and reviewed
a corresponding statement of independence from the
auditor. This independence is supported by the fact that the
auditor does not provide consultancy services to the Company.
After receiving the agreement of the Annual General
Meeting, the Supervisory Board commissioned the auditor
to carry out the audit and determined the fee payable to
the auditor. The Supervisory Board agreed with the auditor
upon the focal points of the audits to be carried out on the
annual financial statements and the consolidated financial
statements.
A self-evaluation using a detailed questionnaire was prepared,
in which the efficiency of the Supervisory Board
was reviewed as required by the German Corporate Governance
Code.