pdf (2.5 MB) - METRO Group

Metro Group : annual report 2010 : BuSineSS
→ RePoRt oF tHe sUPeRVisoRY BoaRd
management report for 2009, the management Board’s proposal for the appropriation of the balance
sheet profit at the annual General meeting 2010 as well as the management Board’s report about relations
with associated companies in 2009. the auditors attended this meeting and gave a report about
the key findings of their review. management Board remuneration was a second scheduled focal point
of the meeting. the supervisory Board reviewed the remuneration system for the management Board
and took a decision about remuneration for 2009 that was based on key performance metrics. at the
same time, management Board remuneration for 2009 was subjected to an appropriateness review –
which reached a positive conclusion. other issues taken up during the meeting were the latest business
developments, a change in the organisational structure of the management Board in connection
with structural measures and preparations for the annual General meeting 2010, including the report
of the supervisory Board and the corporate governance report. subject to the election of the auditors
by the annual General meeting 2010, the audit assignments for the annual and consolidated financial
statements for 2010 and for the abbreviated half-year financial statements and interim management
report for 2010 were also adopted. during the supervisory Board’s audit meeting, a decision was also
taken about contractual matters involving the management Board, particularly the conclusion of an
agreement to terminate the employment contract of mr Zygmunt mierdorf. the management Board
also reported about the distribution of donations in the financial year 2009.
May 2010 – at a meeting immediately prior to the start of the annual General meeting, the management
Board reported about current business developments. the supervisory Board took decisions
about personnel matters pertaining to the management Board, particularly the continued appointment
of mr Joël saveuse to the management Board as well as his employment contract. as the
employment contract of mr saveuse does not contain an agreement on a so-called severance-payment
cap, the supervisory Board also approved an updated declaration of compliance pursuant to
§ 161 of the German stock Corporation act. to address instances in which a legal challenge is filed
against resolutions of the annual General meeting 2010, the supervisory Board also took a precautionary
decision concerning a delegation of authority to a solicitor firm. subject to his election to the
supervisory Board by the annual General meeting 2010, Prof. dr Jürgen Kluge was chosen as the
new Chairman of the supervisory Board of metRo aG.
June 2010 – in a written procedure, the supervisory Board approved an increase in the investment
budget for 2010.
July 2010 – a key issue addressed during the meeting, which was held in istanbul, was consultations
with the management Board about the status quo and strategy of metRo GRoUP in turkey. the
supervisory Board also discussed personnel matters involving the management Board and took the
decision to amicably conclude the appointment of mr thomas Unger as a member of the management
Board and as the Board’s Vice Chairman. in this connection, a decision was also taken concerning
the conclusion of an agreement to terminate the employment contract with mr Unger and a change
in the organisational structure of the management Board. other resolution issues concerned the
determination of a target value for performance-based remuneration of the member of the management
Board Joël saveuse, the sale of an italian real estate portfolio, the construction of a shopping
centre in moscow and the authorisation of the Personnel Committee to hire an expert in remuneration
issues. the management Board informed the supervisory Board about the latest business
developments, risk management, Group-wide activities in the area of compliance and new recommendations
of the German Corporate Governance Code in its version of 26 may 2010.
→ p. 054