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Annual Report 2012 - Sixt AG

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PROF. DR.<br />

GUNTER THIELEN<br />

(born 1942), Chairman of<br />

the Supervisory Board<br />

of <strong>Sixt</strong> Aktiengesellschaft<br />

since 2008.<br />

6<br />

REPORT OF THE SUPERVISORY BOARD<br />

General<br />

In <strong>2012</strong>, the Supervisory Board of <strong>Sixt</strong> Aktiengesellschaft duly performed the duties incumbent on<br />

it according to law and the Articles of Association. It dealt in detail with the Company's and the<br />

Group's situation and regularly advised the Managing Board in its corporate management duties.<br />

Four Supervisory Board meetings were held during <strong>2012</strong> in compliance with the legally prescribed<br />

frequency of two meetings per calendar half-year.<br />

In accordance with its requirements the Managing Board informed the Supervisory Board regularly,<br />

promptly and comprehensively about the company’s position, both in written and verbal form.<br />

For this purpose, the Managing Board prepared a quarterly written report that contains, among<br />

other things, detailed information on the economic and financial position of <strong>Sixt</strong> Aktiengesellschaft<br />

and its subsidiaries in Germany and abroad. It explained the reports at the regular meetings<br />

of the Supervisory Board, where the Supervisory Board’s discussions with the Managing Board<br />

focused in particular on the development of business, planning and corporate strategies. The<br />

Supervisory Board was always involved in decisions of significant importance for the company<br />

and the Group.<br />

In the year under review the Supervisory Board carefully examined the reports and draft resolutions<br />

submitted by the Managing Board and discussed them in detail during its meetings. Apart from<br />

the documents presented it was not necessary for the Supervisory Board to consult additional<br />

company documents.<br />

Outside the meetings, the members of the Supervisory Board were also in regular contact with<br />

the Managing Board, especially the two chairmen of both Company bodies. Thanks to this intensive<br />

dialogue, the Supervisory Board was informed in due time of current business developments and<br />

significant transactions. The provisions of the German Corporate Governance Code and of the<br />

legal stipulations on stock corporations governing the reporting duties by the Managing Board to<br />

the Supervisory Board were consistently observed.<br />

The Supervisory Board generally passes resolutions at physical meetings; but it can also arrive at<br />

decisions in telephone conferences or between the meetings by way of written circulars. The<br />

possibility to cast a vote by telephone or in writing was used as required during the financial year.<br />

The Supervisory Board of <strong>Sixt</strong> Aktiengesellschaft does not establish any committees, the reason<br />

being that the Supervisory Board consists only of three members, and the working efficiency is<br />

not expected to increase by the formation of additional committees.<br />

Key topics in <strong>2012</strong><br />

At the <strong>2012</strong> meetings, the Supervisory Board received comprehensive information from the<br />

Managing Board on all key questions relating to current business development, corporate strategy,<br />

the risk situation, risk management, the entrepreneurial control systems and the financing<br />

structure of <strong>Sixt</strong> Aktiengesellschaft and the <strong>Sixt</strong> Group. The Managing Board attended all of the<br />

Supervisory Board’s meetings. The Managing Board outlined to the Supervisory Board, among<br />

other things, current revenue and earnings developments of the <strong>Sixt</strong> Group and provided detailed<br />

information about the business performance of the individual Business Units.

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