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Metro Group : annual report 2010 : BuSineSS
→ RePoRt oF tHe sUPeRVisoRY BoaRd
october 2010 – the management Board and supervisory Board intensely discussed the Group’s
strategy in a joint meeting. the supervisory Board approved resolutions governing the further modification
of the remuneration system for the management Board and reviews the status quo of the
company pension plan for the management Board. the supervisory Board appointed mr Frans W. H.
muller to the management Board for an additional three years, that is until 31 July 2014, and also
approved a new employment contract with mr muller. Furthermore, the Board approved the divestment
of the wholesale business in morocco and approved resolutions to define objectives regarding
its composition (subsection 5.4.1 of the German Corporate Governance Code) as well as to make
preparations for the efficiency review 2011 of the supervisory Board (subsection 5.6 of the code).
the management Board also reported about the latest business and managerial developments at
metRo GRoUP.
december 2010 – the management Board reported about current business developments and the
development of own-brand products at metRo GRoUP. the supervisory Board approved the divestment
of consumer electronics stores in France, investments designed to ensure the long-range
presence of stores for Real and metro Cash & Carry in Germany as well as the budget planning proposed
by the management Board. Furthermore, the supervisory Board issued resolutions concerning
the issuance of a declaration of compliance pursuant to § 161 of the German stock Corporation
act and the further design of the company pension plan for members of the management Board.
Meetings and resolutions of the
Supervisory Board committees
in the financial year 2010, the supervisory Board of metRo aG had five committees: the Presidential
Committee, the Personnel Committee, the accounting and audit Committee, the nominations
Committee and the mediation Committee pursuant to § 27 section 3 of the German Co-determination
act (mitbestG).
accounting and audit Committee – the accounting and audit Committee primarily handles accounting
and auditing issues as well as risk management and compliance. in the financial year 2010,
the committee met seven times: two extraordinary meetings were held in January and February (the
latter held jointly with the Presidential Committee) and five regular meetings were held in march,
april, July, october and december.
the march 2010 meeting essentially served to prepare the supervisory Board’s balance sheet meeting.
the committee reviewed the annual and consolidated financial statements for 2009, the management
reports and the report of the management Board on relations with associated companies.
the results of the audit were also discussed in the presence of the auditors. in addition, the accounting
and audit Committee made concrete recommendations to the supervisory Board. these included
the recommendation that the supervisory Board approve the management Board’s proposal on the
appropriation of the balance sheet profit to the annual General meeting. in addition, the accounting
and audit Committee prepared the assignment of the auditing mandates for the annual and Group
financial statements 2010 as well as for the Group’s half-year report 2010 by the supervisory Board.
the management Board reported on Company donations made in the financial year 2009 as well as
on the status of tax audits.
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