ANNUAL REPORT 2011 A.S. CRÉATION TAPETEN AG

up to € 4,500,000 through the issue of new
shares against contributions in cash or kind
(authorised capital). Shareholders’ subscription
rights may be excluded in certain cases. As no
use has been made of this authorisation so
far, the authorised capital still amounted to
€ 4,500,000 as of December 31, 2011.
A.S. Création Tapeten AG and OOO Kof Palitra
established a Russian joint venture under the
name of OOO A.S. & Palitra, in which each of
the partners holds 50% of the shares. In the
event of a material change in the shareholder
structure of one of the two founding partners,
the partnership agreement grants the respective
other party a purchase option for the other
party’s shares in the joint venture.
Information to section 315 para. 2
No. 5 of the German Commercial Code
(Handelsgesetzbuch HGB)
The A.S. Création Group is characterised by
a clear and manageable corporate structure.
Besides A.S. Création Tapeten AG, the basis of
consolidation comprises only nine companies,
which are fully consolidated, and one company
that is accounted for using the equity method.
The accounting process in the A.S. Création
Group is decentralised, i.e. the member companies
of the Group are responsible for preparing their
individual financial statements in accordance
with local GAAP. The individual companies use
different accounting programmes, most of
which are standard software that is adapted
to specific local and corporate requirements.
Standardised bulk processes such as invoicing
and payroll accounting are also processed
using IT-based systems, which are connected
with the accounting systems via interfaces.
This way, potential errors in the accounting
process are reduced to a minimum.
Internal control of the accounting process is
performed on the basis of the “four-eye principle”
and through regular plausibility checks. Within
the A.S. Création Group, internal monthly reports
are derived from the accounting system. As
the company does not use imputed or flat
charges, the internal controlling system is
not based on “artificial” results but on those
that are taken from the accounting process.
Accordingly, internal control of the accounting
process is an integral element of the controlling
system.
External control of the accounting process
is performed, on the one hand, through the
annual audit of the financial statements by
the auditors. To ensure a consistent auditing
standard within the A.S. Création Group,
A.S. Création has a policy of using as few
GROUP MANAGEMENT REPORT
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