ANNUAL REPORT 2011 A.S. CRÉATION TAPETEN AG

Board has transferred decision-making powers
to the committees within the limits of what
is legally permissible. It has been ensured that
the full Supervisory Board is kept informed of
the findings and decisions of the committees.
The Committee for Managing Board Matters,
which is responsible for the preparation of the
Managing Board contracts as well as for other
personnel matters, met on March 18, 2011 and
on December 8, 2011. The Committee’s activity
focused on the signing of a consulting agreement
between the company and former
Managing Board member Mr Wagner as well
as the renewal of the existing consulting agreement
between the company and Mr Schneider.
The Committee members also discussed the
appropriateness of the Managing Board compensation
(especially with regard to horizontal
and vertical comparability). Finally, the Committee
for Managing Board Matters addressed the
ongoing anti-trust proceedings and the accusations
raised in this context against individual
company officials. The Committee for Managing
Board Matters is chaired by the Chairman of
the Supervisory Board.
The Audit Committee, which is primarily responsible
for auditing the financial statements
and the consolidated financial statements and
the quarterly reports as well as for monitoring
the effectiveness of the risk management system,
met two times in the fiscal year, on March 9
and on July 22, 2011. The two meetings were
attended by the representatives of the auditors
and by the CFO. In the fiscal year, the Audit
Committee focused on the audit of the financial
statements and the consolidated financial
statements for the year 2010, the supervision
of the accounting process, the effectiveness of
the internal control system (including the results
of the relevant examinations at A.S. Création
(France) SAS) and on planning the audit for
the fiscal year 2011. At its meeting on July 22,
2011, the Managing Board also provided the
Audit Committee with detailed information on
the compliance measures initiated and planned
by A.S. Création Tapeten AG, especially in the
export sector. In addition, the Audit Committee
discussed the half-year report and the quarterly
reports with the Managing Board prior to their
publication. The Audit Committee is chaired
by the Vice Chairman of the Supervisory
Board.
The Nomination Committee, whose tasks include
proposing suitable candidates for the election
of new shareholder representatives to the
Supervisory Board, did not meet in the past
fiscal year. In view of the election of new shareholder
representatives to the Supervisory Board
in the fiscal year, the Nomination Committee
had already decided on September 10, 2010 to
propose to the Supervisory Board the incumbent
shareholder representatives as candidates
for re-election by the Annual General Meeting
REPORT OF THE SUPERVISORY BOARD
15