pdf (2.5 MB) - METRO Group

Metro Group : annual report 2010 : BuSineSS
→ CoRPoRate GoVeRnanCe RePoRt
lutions. the preparatory tasks of the accounting and audit
Committee include, in particular:
→ monitoring the effectiveness of the risk management
system, internal auditing, internal control systems and
so-called anti-fraud measures;
→ handling issues related to compliance and supervision
of the compliance system within metRo GRoUP;
→ auditing the annual and consolidated financial statements
including the respective management reports;
→ inspection of the dependency report;
→ the supervisory Board’s nomination of an auditor at the
annual General meeting as well as commissioning the
audit assignment to the auditors and preparation of the
fee agreement;
→ medium-term planning of the annual budget of
metRo GRoUP;
→ compliance monitoring and submission of declaration of
compliance in accordance with § 161 of the German
stock Corporation act.
the Chairman of the accounting and audit Committee is
elected by its members. the personal requirements tied to
this office are laid down in the committee’s by-laws. as laid
down in the objectives for the composition of the supervisory
Board, the committee Chairman must be impartial
and possess professional knowledge in the areas of
accounting and auditing as well as internal control measures
(financial expert). in addition, the Chairman must be a
shareholder representative. the position of Chairman or
Vice Chairman of the accounting and audit Committee
should not be assigned to a former member of the management
Board whose appointment was terminated less than
two years previously. in the interest of good corporate governance,
the Chairman of the supervisory Board should
also not serve as Chairman or Vice Chairman of the accounting
and audit Committee at the same time. Based on these
requirements, the accounting and audit Committee elected
dr jur. Hans-Jürgen schinzler as Chairman of the committee
in the financial year 2007. the requirements of §§ 107
section 4, 100 section 5 of the German stock Corporation
act are thereby fulfilled.
the other members should possess sufficient professional
knowledge and experience in accounting and auditing as
well as internal control processes. ideally, one member
→ p. 067
should, in addition, possess specialist knowledge in the
area of corporate governance and compliance.
members of the accounting and audit Committee include,
aside from dr jur. Hans-Jürgen schinzler (Chairman),
messrs Klaus Bruns (Vice Chairman), Prof. dr dr h. c. mult.
erich Greipl, Prof. dr Jürgen Kluge, Xaver schiller and
Peter stieger.
Nominations Committee
the shareholder representatives of the supervisory Board
of metRo aG are elected at the annual General meeting.
the supervisory Board submits its proposals for election
with the support of the nominations Committee. Following
a set schedule, the committee looks for suitable candidates
and makes recommendations to the supervisory Board. in
the process, the committee considers legal stipulations, the
recommendations of the German Corporate Governance
Code and the supervisory Board’s own objectives regarding
its composition. When making its suggestions, the nominations
Committee ensures that a qualified appointment to
the committees is possible.
the nominations Committee is comprised exclusively of
shareholder representatives. in line with the by-laws of the
supervisory Board, it consists of the supervisory Board Chairman
as well as two impartial shareholder representatives.
With this determination, the supervisory Board of metRo aG
underscored its commitment to take advice from a committee
tied to the interests of all shareholders when determining suitable
candidates for supervisory Board membership.
members of the nominations Committee include Prof. dr
Jürgen Kluge (Chairman), dr-ing. e. h. Bernd Pischetsrieder
and dr jur. Hans-Jürgen schinzler.
Mediation Committee
the German Co-determination act prescribes the establishment
of a mediation Committee. it submits personnel
proposals to the supervisory Board when the two-thirds
majority required for appointing and removing members of
the management Board has not been achieved.
members of the mediation Committee include Prof. dr Jürgen
Kluge, Klaus Bruns, Prof. dr dr h. c. mult. erich Greipl and
Werner Klockhaus.