pdf (2.5 MB) - METRO Group

More documents

Recommendations

Info

Metro Group : annual report 2010 : BuSineSS → RePoRt oF tHe sUPeRVisoRY BoaRd Prof. dr Jürgen Kluge ChairMan of the SuperViSorY Board Profile: Prof. dr Jürgen Kluge became Chairman of the supervisory Board of metRo aG in may 2010. Kluge was born in Hagen, Germany, in 1953. He studied physics at the universities of Cologne and essen, focusing on experimental laser physics. He earned his Phd in 1984 at the University of essen. in 2004, he became an honorary professor at the department of mechanical engineering at the technical University of darmstadt. From 1984 to 2009, Kluge worked at mcKinsey & Com pany in düsseldorf. He served as head of the German branch of the consulting firm from 1999 to 2006. in his final position there, he oversaw the public sector practice. Kluge was also a long-time member of the shareholder Council, the international leadership group of mcKinsey. on 1 January 2010, Kluge became Chairman of the managing Board and Group HR manager at Franz Haniel & Cie. GmbH. in this position, he is responsible for group strategy as well as the areas of group corporate development/mergers & acquisitions, human resources, communications and the Corporate internal audit department. management. the supervisory Board was involved at an early stage in all fundamental decisions that were of material importance to metRo aG or metRo GRoUP. the work of the supervisory Board was based on the oral and written reports pursuant to § 90 of the German stock Corporation act, which the management Board provided both during and outside meetings held by the supervisory Board and its committees. the management Board provided the supervisory Board with detailed and timely reports about all developments of material importance to metRo GRoUP. the reports covered, in particular, proposed business policies and fundamental questions about Company planning. other report topics included profitability, current business developments, including the position of metRo GRoUP, as well as operations of material importance for the profitability and liquidity of the Group. the reports were provided regularly pursuant to § 90 section 2 of the German stock Corporation act. the management Board explained any deviations in business developments from set plans and objectives and announced appropriate countermeasures. the supervisory Board approved all matters that were submitted to it by the management Board pursuant to the by-laws of the supervisory Board and the management Board as a subject for authorisation. these matters included the sale of the wholesale business in morocco, the consumer electronics stores in France and an italian real estate portfolio. Furthermore, the supervisory Board approved the construction of a shopping centre in moscow and the long-term retention of Real and metro Cash & Carry Germany stores. the supervisory Board also endorsed changes in the division of business responsibilities for the management Board as well as the budget plans submitted by the management Board. in these and other instances, the supervisory Board regularly received written documentation for preparing the decision. no use was made of the rights of inspection and audit granted under § 111 section 2 sentence 1 and 2 of the German stock Corporation act because no matters requiring clarification arose. Between meetings, the Chairman of the supervisory Board – Franz m. Haniel until 5 may 2010 and then his successor Prof. dr Jürgen Kluge – were in continuous dialogue with the Chairman of the management Board. they were kept abreast of important business developments and pending decisions. the supervisory Board thoroughly discussed and reviewed all reports and documents that were submitted to it. Further details will be provided in the following sections. no objections about the management Board’s activities were raised. → p. 052
Metro Group : annual report 2010 : BuSineSS → RePoRt oF tHe sUPeRVisoRY BoaRd Conflicts of interest the remuneration system for members of the management Board stipulates that the supervisory Board may resolve an adjustment for special items for the determination of the performance-based compensation that is based on performance metrics. in the financial year 2010, the supervisory Board exercised this opportunity. member of the supervisory Board andreas Herwarth abstained from the vote, citing as a reason the management Board announcement of the intention to also apply the rules laid down for the management Board to the employees of metRo aG. mr Herwarth advised the supervisory Board that as an employee of metRo aG he is indirectly affected by the resolution. in the financial year 2010, the management Board asked the supervisory Board to extend rental contracts of individual metro Cash & Carry locations in Germany. indirect shareholders of the lessor are the three major metRo aG shareholders Haniel, schmidt-Ruthenbeck and Beisheim. independent of whether or not a conflict of interest existed within this context, the members of the supervisory Board associated with the major shareholders, Prof. dr Jürgen Kluge, Prof. dr dr h. c. mult. erich Greipl and Peter Küpfer, explained the background to the supervisory Board and refrained from participating in the relevant supervisory Board vote. member of the supervisory Board Peter stieger acted in a similar manner concerning the extension of rental contracts for Real Germany stores that required approval. mr stieger advised the supervisory Board that he is a concessionaire operating a commercial business housed in one of the hypermarkets impacted by the decision. He refrained in his own accord from participating in the relevant supervisory Board vote. Meetings and resolutions of the Supervisory Board in the financial year 2010, the supervisory Board met six times with one of these meetings being unscheduled. one resolution of the supervisory Board was made in a written procedure. the German Corporate Governance Code recommends that a note be included in this report if a member of the supervisory Board attended fewer than half of all supervisory Board meetings in any one financial year. this was not the case. no member of the supervisory Board attended fewer than half of the meetings. during each regular meeting, the supervisory Board held in-depth discussions about business developments at metRo GRoUP. in addition, the Chairmen of the supervisory Board committees regularly reported about topics and results of previous committee meetings. Key issues covered by Supervisory Board meetings and resolutions in 2010 at a glance february 2010 – in an extraordinary meeting, the supervisory Board decided to amicably end the appointment of mr Zygmunt mierdorf to the management Board and as Chief Human Resources officer. afterwards, the areas of responsibility for members of the management Board were modified. the supervisory Board appointed dr eckhard Cordes as the Chief Human Resources officer. March 2010 – the supervisory Board’s audit meeting focused on the annual and consolidated financial statements for the financial year 2009, the metRo aG management report for 2009, the Group → p. 053
Page 1 and 2: Metro GrouP 2010 strateGY investMen
Page 3: Metro Group : annual report 2010 :
Page 7 and 8: Metro Group : annual report 2010 :
Page 23 and 24: METRO GROUP : ANNUAL REPORT 2010 :
Page 55 and 56:
METRO GROUP : ANNUAL REPORT 2010 :
Page 57 and 58:
Page 59 and 60:
Page 61 and 62:
Page 63 and 64:
Page 65 and 66:
Page 67 and 68:
Page 69 and 70:
Page 71 and 72:
Page 73 and 74:
Page 75 and 76:
Page 77 and 78:
Page 79 and 80:
Page 81 and 82:
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 96 and 97:
Page 98 and 99:
Page 100 and 101:
Page 102 and 103:
Page 104 and 105:
Page 106 and 107:
Page 108 and 109:
Page 110 and 111:
Page 112 and 113:
Page 114 and 115:
Page 116 and 117:
Page 118 and 119:
Page 120 and 121:
Page 122 and 123:
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
Page 130 and 131:
Page 132 and 133:
Page 134 and 135:
Page 136 and 137:
Page 138 and 139:
Page 140 and 141:
Page 142 and 143:
Page 144 and 145:
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
Page 152 and 153:
Page 154 and 155:
Page 156 and 157:
Page 158 and 159:
Page 160 and 161:
Page 162 and 163:
Page 164 and 165:
Page 166 and 167:
Page 168 and 169:
Page 170 and 171:
Page 172 and 173:
Page 174 and 175:
Page 176 and 177:
Page 178 and 179:
Page 180 and 181:
Page 182 and 183:
Page 184 and 185:
Page 186 and 187:
Page 188 and 189:
Page 190 and 191:
Page 192 and 193:
Page 194 and 195:
Page 196 and 197:
Page 198 and 199:
Page 200 and 201:
Page 202 and 203:
Page 204 and 205:
show all

pdf (2.5 MB) - METRO Group

Create successful ePaper yourself

Delete template?

Save as template?