pdf (2.5 MB) - METRO Group
pdf (2.5 MB) - METRO Group
pdf (2.5 MB) - METRO Group
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Metro <strong>Group</strong> : annual report 2010 : BuSineSS<br />
→ CoRPoRate GoVeRnanCe RePoRt<br />
ing). the following rules apply: in addition to voting right<br />
authorisations, shareholders must also pass instructions<br />
on how to exercise these voting rights. the proxies appointed<br />
by the Company are obliged to vote according to these<br />
instructions. metRo aG proxies are also available for<br />
assignment of voting rights during the annual General<br />
meeting for those shareholders who initially participate in<br />
an annual General meeting but who want to leave early<br />
without forgoing the exercise of their voting rights. naturally,<br />
the right to appoint other proxies to exercise one’s voting<br />
rights is not affected by this. the details on proxy voting<br />
are listed in the invitation to each annual General meeting.<br />
in the interest of shareholders, the Chairman of the annual<br />
General meeting, as a rule the Chairman of the supervisory<br />
Board, works to ensure that the annual General meeting is<br />
conducted efficiently and effectively. in line with the German<br />
Corporate Governance Code, the objective is to complete a<br />
regular metRo aG annual General meeting after four to six<br />
hours at the latest.<br />
directors’ dealings, share ownership by members<br />
of the Management and Supervisory Boards<br />
Pursuant to § 15a of the German securities trading act<br />
(WpHG), members of the management and supervisory<br />
Boards of metRo aG must inform metRo aG of any transactions<br />
involving own metro shares or related financial<br />
instruments – directors’ dealings in short. this obligation<br />
also applies to persons who are in close relationship with<br />
members of these two corporate bodies. no disclosure<br />
requirement applies as long as the transactions conducted<br />
by a member of the Board and the person who is in close<br />
relationship with the member of the Board do not reach a<br />
total amount of €5,000 by the end of the calendar year.<br />
notifications of directors’ dealings during the reporting<br />
year 2010 have been published on the internet at<br />
www.metrogroup.de in the section investor Relations –<br />
Publications – directors’ dealings.<br />
metRo aG also observes transparency recommendations<br />
that extend beyond the legal obligations as laid down in subsection<br />
6.6 of the German Corporate Governance Code.<br />
→ p. 069<br />
metRo aG thus discloses transactions involving the Company’s<br />
shares, ownership of metRo aG shares or related<br />
financial instruments by members of the management or<br />
supervisory Boards when these directly or indirectly exceed<br />
1 percent of the shares issued by the Company. if the total<br />
share ownership of all members of the management and<br />
supervisory Boards exceeds 1 percent of the shares issued by<br />
the Company, the total ownership is stated separately for the<br />
management Board and the supervisory Board. the threshold<br />
values of 1 percent were not reached in the financial<br />
year 2010.<br />
accounts audit<br />
metRo aG’s annual General meeting in 2010 elected<br />
KPmG aG Wirtschaftsprüfungsgesellschaft (KPmG) to be<br />
the auditor for the financial year 2010. the supervisory<br />
Board’s commissioning of the contract to carry out the<br />
accounts audit was prepared by the accounting and audit<br />
Committee and considered the recommendations listed in<br />
subsection 7.2 of the German Corporate Governance Code.<br />
throughout the audit, KPmG made no reports to the supervisory<br />
Board regarding grounds for disqualification or conflicts. there<br />
was also no evidence that any existed. Furthermore, in the<br />
course of the audit, there were no unexpected, substantial findings<br />
and events concerning supervisory Board functions. as a<br />
result, an extraordinary report from the auditor to the supervisory<br />
Board was not required. the auditor found no deviations<br />
from the management and supervisory Boards’ statements of<br />
compliance with the German Corporate Governance Code.<br />
remuneration report 2010<br />
the remuneration report for 2010 can be found in chapter 8<br />
of the <strong>Group</strong> management report. the supervisory Board<br />
thoroughly reviewed the remuneration report and adopted<br />
its contents in the context of the corporate governance<br />
report pursuant to subsection 3.10 of the German Corporate<br />
Governance Code.<br />
in-depth information on the topic of corporate govern-<br />
ance at metRo GRoUP can be found on the website<br />
www.metrogroup.de in the Company section.
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