ANNUAL REPORT 2011 A.S. CRÉATION TAPETEN AG

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CORPORATE GOVERNANCE STATEMENT AND REPORT ON CORPORATE GOVERNANCE 24 with regard to the fixing of the total compensation of the Managing Board (including potential reductions). The Audit Committee is responsible for monitoring the accounting process and reviewing the effectiveness of the internal control, risk management and audit systems. It also deals with the audit of the annual accounts and addresses compliance issues. The Chairman of the Audit Committee is an independent financial expert and has special knowledge and experience in accounting or auditing. The task of the Nomination Committee is to propose suitable candidates for the shareholder representatives for elections to the Supervisory Board. It is exclusively composed of Supervisory Board members elected by the shareholders. Compensation of the Managing Board and the Supervisory Board The basic elements of the compensation schemes and the amount of the compensation received by the Managing Board and the Supervisory Board are published in the annual compensation report, which, pursuant to the provisions of the German Commercial Code, forms part of the management report. Directors’ dealings According to Article 15a of the German Securities Trading Act (Wertpapierhandelsgesetz WpHG), the members of the Managing Board and of the Supervisory Board of A.S. Création Tapeten AG as well as other persons who have regular access to insider information and who are authorised to take significant corporate decisions are obliged to report their own dealings in A.S. Création shares or related financial instruments (i.e. so-called directors’ dealings) if these dealings exceed a total of € 5,000 in a calendar year. This obligation also applies to persons and legal entities that are closely related to one of the aforementioned persons. A.S. Création Tapeten AG complies with its obligation to publish all reports received without delay and has a policy of posting these reports also on its website. A.S. Création Tapeten AG received no such reports in the fiscal year 2011. As of December 31, 2011 members of the Managing Board and members of the Supervisory Board held 4,983 shares and 888,046 shares respectively. The Managing Board and the Supervisory Board thus hold a combined 29.8% of the A.S. Création shares.
Accounting and audit The consolidated financial statements and the consolidated interim financial statements of A.S. Création Tapeten AG are prepared by the Managing Board on the basis of the International Financial Reporting Standards (IFRS) as adopted by the European Union. The financial statements of A.S. Création Tapeten AG are prepared in accordance with the German Commercial Code (Handelsgesetzbuch HGB). The consolidated financial statements and the financial statements are audited by the auditors and the Supervisory Board. The consolidated interim financial statements are neither audited nor reviewed by the auditors but are discussed by the Managing Board and the Audit Committee prior to their publication. The Annual General Meeting of Shareholders of the year 2011 elected KPMG AG Wirtschaftsprüfungsgesellschaft, Cologne, (KPMG) as auditors of the consolidated financial statements and the financial statements. Prior to the election, KPMG issued a statement of independence as recommended by the German Corporate Governance Code. This statement has not given rise to any doubt about the independence of KPMG as an auditor. It was contractually agreed with the auditor that the Supervisory Board would be informed immediately of CORPORATE GOVERNANCE STATEMENT AND REPORT ON CORPORATE GOVERNANCE • any grounds for disqualification or impartiality arising during the audit, • any findings or incidents arising during the audit that are material for the tasks of the Supervisory Board and • any findings indicating that the declaration issued by the Managing Board and the Supervisory Board with regard to the Germany Corporate Governance Code is incorrect. Transparent corporate communication Open and transparent corporate communication is an important aspect of good corporate governance. Apart from clear and comprehensible contents, this aspect also calls for all stakeholders to have equal access to company information. A.S. Création attaches great importance to the Internet as an information medium that is freely accessible irrespective of time and place. The website of A.S. Création (www.as-creation.de) therefore provides a wealth of well-structured company information for interested users, e.g. in the “Investor Relations” section, which contains comprehensive financial information on A.S. Création such as annual and interim reports as well as ad-hoc and press releases. All information is simultaneously available in German and English. 25
Page 1 and 2: ANNUAL REPORT 2011 A.S. CRÉATION T
Page 3 and 4: Foreword 8 Managing Board and Super
Page 5 and 6: account, however, the A.S. Créatio
Page 7 and 8: higher sales also in the Eastern Eu
Page 9 and 10: January February April May November
Page 11 and 12: Board has transferred decision-maki
Page 13 and 14: • discussion about the recommenda
Page 15 and 16: CORPORATE GOVERNANCE STATEMENT AND
Page 17 and 18: Declaration of conformity pursuant
Page 19: to the Supervisory Board in writing
Page 23 and 24: Introduction The A.S. Création Gro
Page 25 and 26: possible. On the other hand, there
Page 27 and 28: homing or cocooning, which they see
Page 29 and 30: evenues generated by A.S. Création
Page 31 and 32: the fiscal year is due to the revis
Page 33 and 34: dards by an independent auditor on
Page 35 and 36: with effect from March 1, 2011. In
Page 37 and 38: Cash-flow in € m 17.6 19.0 2009 2
Page 39 and 40: production facility in Russia, the
Page 41 and 42: from the performance-oriented syste
Page 43 and 44: up to € 4,500,000 through the iss
Page 45 and 46: or its Audit Committee for the audi
Page 47 and 48: product for PVC, which would result
Page 49 and 50: with supplies to joint customers. A
Page 51 and 52: 5% are projected for Russia’s GDP
Page 53 and 54: start-up losses incurred in Russia
Page 55 and 56: Political stock markets weigh on sh
Page 57 and 58: light of this fact, the Managing Bo
Page 59 and 60: Shareholder Structure Free float 41
Page 61 and 62: CONSOLIDATED FINANCIAL STATEMENTS A
Page 63 and 64: Equity and Liabilities Notes 31.12.
Page 65 and 66: A.S. Création Tapeten AG, Gummersb
Page 67 and 68: A.S. Création Tapeten AG, Gummersb
Page 69 and 70: of domestic and foreign companies i
Page 71 and 72:
In accordance with IAS 21, foreign
Page 73 and 74:
attributable cost but also the fact
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conditions, shorter useful lives re
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(2) Intangible fixed assets The tab
Page 79 and 80:
(5) Other assets A breakdown of oth
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(8) Inventories Inventories compris
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As in the previous year, capital re
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(13) Other liabilities The breakdow
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The table below shows the changes i
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administrative offence proceedings.
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(21) Depreciation A breakdown of de
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Complementary information (26) Cash
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The table below shows a breakdown o
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(31) Additional disclosures on fina
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(34) Supervisory Board In FY 2011,
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on its website. The declaration of
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In our opinion, based on the findin
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PROFIT APPROPRIATION PROPOSAL Balan
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Equity and Liabilities 31.12.2011 3
Page 109 and 110:
March 22, 2012 Analyst presentation
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Cover photo: A fascinating microcos
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ANNUAL REPORT 2011 A.S. CRÉATION TAPETEN AG

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