100 % FUTURE - ALNO
100 % FUTURE - ALNO
100 % FUTURE - ALNO
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10<br />
KEY ISSUES DISCUSSED IN PLENARY MEETINGS OF THE SUPERVISORY BOARD<br />
The Supervisory Board’s regular discussions focused on the current market situation and market<br />
trends, the consistent review and monitoring of the company’s asset, financial and liquidity position,<br />
as well as the Group’s strategic orientation.<br />
The Managing Board presented the company targets for fiscal year 2010 at a Supervisory Board<br />
meeting on January 15, 2010. Furthermore, the medium-term targets until 2013, based on the<br />
“<strong>ALNO</strong> 2013” concept, were presented and explained to the Supervisory Board. After an in-depth<br />
discussion and review, the Supervisory Board approved the targets presented for fiscal year 2010<br />
and the “<strong>ALNO</strong> 2013” concept.<br />
The current status of the “<strong>ALNO</strong> 2013” concept was discussed at the meeting held on March 17, 2010.<br />
The current stage of the financing process also formed part of the discussions.<br />
On April 27, 2010, the Supervisory Board met with the auditors of Ernst & Young GmbH, Wirtschaftsprüfungsgesellschaft,<br />
Ravensburg, to discuss the consolidated financial statements of the<br />
<strong>ALNO</strong> Group as at December 31, 2009, and, in particular, the annual financial statements of <strong>ALNO</strong><br />
AG as at December 31, 2009, as well as a number of balance sheet items. All of the documents<br />
for the annual financial statements were audited to ensure compliance with the law, the articles of<br />
incorporation and their designated purpose. The Managing Board and auditors answered all of the<br />
questions in detail and to the Supervisory Board’s satisfaction. In addition, the audit committee<br />
reported on the results of its review and proposed that the annual financial statements of <strong>ALNO</strong><br />
AG and the consolidated financial statements of the <strong>ALNO</strong> Group be approved as prepared and<br />
presented. Subsequently, the Supervisory Board approved the annual financial statements and the<br />
consolidated financial statements of <strong>ALNO</strong> AG. The annual financial statements were thus adopted.<br />
At the recommendation of the audit committee, Ernst & Young GmbH, Wirtschaftsprüfungsgesellschaft,<br />
Ravensburg, was instructed to audit the annual financial statements for fiscal year 2010.<br />
The report of the Supervisory Board and the joint corporate governance report were discussed<br />
and approved. The Managing Board reported on the business performance as at March 2010<br />
and key business events. The meeting also centred around the presentation of the restructuring<br />
report prepared by PricewaterhouseCoopers AG Witschaftsprüfungsgesellschaft, as well as the<br />
recapitalization agreement negotiated with all of the financing partners on the basis of this report.<br />
In a telephone conference on May 5, 2010, it was agreed that the agenda for the General Meeting,<br />
including the proposed resolutions, be approved by circulation of voting papers. The agenda for<br />
the General Meeting 2010 was approved on May 6, 2010.<br />
A new Chairman of the Supervisory Board was appointed in a meeting immediately following the General<br />
Meeting on June 23, 2010, as the ongoing status proceedings had made it necessary to call elect<br />
a new Supervisory Board. The Supervisory Board elected Mr. Henning Giesecke as Chairman of the<br />
Supervisory Board of <strong>ALNO</strong> AG. As part of the reconstitution of the Supervisory Board, both the rules of<br />
procedure of the Supervisory Board concerning the formation of committees and the rules of procedure<br />
of the Managing Board concerning reservation of consent by the Supervisory Board were revised and<br />
approved by the Supervisory Board. In addition, the members sitting on the various committees were<br />
newly elected. Moreover, the Managing Board reported on the business performance of <strong>ALNO</strong> AG as<br />
at May 2010 and on the current status of the financing process. Finally, the employment contracts of<br />
Chairman of the Board Jörg Deisel and Management Board member Michael Paterka were extended.