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Ms. Hünerbein, Mr. Gronostay, Dr. Ulrich and<br />
Mr. Weber stepped down from the Supervisory<br />
Board as of September 12, and so did Ms.<br />
Jungo, Mr. Kreft and Mr. Trütsch as of September<br />
13, 1996. At September 30, 1996, the<br />
Local Court of Registration then appointed<br />
the following stockholder representatives as<br />
Supervisory Board members: Dr. Hermann<br />
Krämer, Dr. Klaus Liesen, Prof. Dr. Helmut<br />
Schlesinger, Dr. Manfred Schneider, Mr. Hans<br />
Peter Schreib, Dr. Henning Schulte-Noelle,<br />
and Dr. Joachim Theye.<br />
The Supervisory Board elected Mr. Erwin<br />
Conradi and Mr. Klaus Bruns its chairman<br />
and vice-chairman, respectively.<br />
Thereupon, the Supervisory Board established<br />
three committees with parity representation,<br />
viz. the so-called Supervisory Board presidential/staff<br />
committee, the slate submittal committee<br />
pursuant to Art. 27(3) Codetermination<br />
Act, and a financial audit commmittee.<br />
*<br />
In the fiscal year 1996, <strong>METRO</strong> <strong>AG</strong>’s Supervisory<br />
Board monitored, and provided advice for, the<br />
Executive Board’s conduct of business. The<br />
Supervisory Board regularly obtained information<br />
on the <strong>Group</strong>’s position and business<br />
development, and received and discussed the<br />
pertinent reports from the Executive Board.<br />
All actions requiring the Supervisory Board’s<br />
approval were deliberated on in detail.<br />
The Supervisory Board chairman maintained<br />
constant contact with the Executive Board and<br />
was provided with ongoing information about<br />
material transactions and the financial position.<br />
90<br />
The Supervisory Board’s deliberations concerned<br />
fundamental business policy matters<br />
and major individual transactions, sales trends,<br />
income situation and financial position of<br />
<strong>Group</strong> companies. Additionally on the agenda<br />
were measures for sharpening the Company’s<br />
competitive edge and strengthening its market<br />
position, as well as preinvestment and financial<br />
planning discussions.<br />
Focal points at the October meeting were<br />
<strong>METRO</strong> <strong>AG</strong>’s financing with its accounting<br />
effects and the international expansion of<br />
certain subsidiaries.<br />
The accounting, the annual financial statements<br />
(including the notes thereto) as of December<br />
31, 1996, and the combined Management<br />
Report on the Company and the <strong>Group</strong> were<br />
examined by the statutory auditors, Duisburgbased<br />
Fasselt-Mette & Partner Wirtschaftsprüfungsgesellschaft,<br />
who issued their unqualified<br />
opinion thereon. The Supervisory Board concurs<br />
with the audit results, which do not contain<br />
any findings or exceptions. The statutory<br />
auditors’ reports were submitted to all the<br />
Supervisory Board members and discussed<br />
at the Supervisory Board’s annual earnings<br />
meeting in the presence of the statutory<br />
auditors.<br />
The Executive Board submitted to the Supervisory<br />
Board the consolidated accounts, the<br />
<strong>Group</strong> Management Report and the report of<br />
the statutory <strong>Group</strong> auditors. The Supervisory<br />
Board approved of the <strong>Group</strong> accounts including<br />
the <strong>Group</strong> Management Report.<br />
The Supervisory Board examined and approved<br />
the annual accounts as of December 31, 1996,<br />
including the combined Management Report<br />
on the Company and the <strong>Group</strong>, all as submitted<br />
by the Executive Board; the annual<br />
accounts are thus adopted. The Supervisory<br />
Board agrees to the appropriation of net earnings<br />
as proposed by the Executive Board.
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