pdf (2.5 MB) - METRO Group

Metro Group : annual report 2010 : BuSineSS
→ CoRPoRate GoVeRnanCe RePoRt
CorPorate
GovernanCe
rePort
Pursuant to the recommendation of subsection 3.10 of the
German Corporate Governance Code, the management
Board and the supervisory Board of metRo aG deliver the
following report on corporate governance at metRo GRoUP. 1
the management Board and the supervisory Board of
metRo aG are firmly committed to the principles of transparent,
responsible corporate governance and supervision.
they attach great importance to good corporate governance
standards. their voluntary commitment to the German
Corporate Governance Code is reinforced by the following
provision in the Boards’ by-laws:
“the management Board and the supervisory Board of
metRo aG base their actions on the relevant valid recommendations
of the German Corporate Governance
Code and only deviate from the Code’s recommendations
in well-founded exceptional cases. if the management
Board or supervisory Board intend to deviate from
a recommendation, the organs inform each other of the
planned move prior to its implementation.”
declaration of compliance with the German
Corporate Governance Code
metRo GRoUP’s implementation of the recommendations
of the German Corporate Governance Code is regularly discussed
by the management Board and the supervisory
Board of metRo aG. in may 2010, both organs decided to
update their december 2009 declaration of compliance pursuant
to § 161 of the German stock Corporation act. the
→ p. 059
reason for this update was the supervisory Board’s resolution
to reappoint mr Joël saveuse as a member of the
management Board of metRo aG. in this context, a new
employment contract was concluded with mr saveuse. due
to the short-term nature of this contract, a provision on a
severance payment cap as defined by subsection 4.2.3 of the
codex was not included in the contract. For this reason, the
management Board and the supervisory Board issued the
following declaration in may 2010 pursuant to § 161 of the
German stock Corporation act:
“the management Board and the supervisory Board of
metRo aG hereby declare that the recommendations of
the Government Commission on the German Corporate
Governance Code published by the Federal ministry of
Justice in the official section of the electronic Federal
Bulletin in the respective applicable version have been
complied with in full during the last 12 months and, in
particular, since the issue of the last declaration of compliance
in december 2009 through 4 may 2010.
Furthermore, the management Board and the supervisory
Board declare that the applicable recommendations
of the Government Commission have been complied
with barring one exception:
on 5 may 2010, the supervisory Board of metRo aG
decided to deviate in one case from the recommendations
in subsection 4.2.3, Paragraph 4 of the German
Corporate Governance Code. according to these recommendations,
in concluding management Board con-
1 as a statement on corporate management pursuant to § 289a of the German Commercial Code, the corporate governance report is also part of the management report of metRo aG 2010