2011 annual report - ALNO

To our shareholders | Report of the Supervisory Board15In response to enquiries by the Supervisory Board or bythe Chairman of the Supervisory Board, and at variousmeetings, the Board of Management and the auditor alsoreported on any risks affecting the net assets, financialposition and results of operations of the individual ALNOGroup companies, as well as on the action taken to counterthese in 2011. Second-tier management executiveswere also consulted on specific topics.The purpose of the telephone conference on 3 March 2011was to approve the Board of Management's resolutionof the same date defining the total volume of the capitalincrease resumed by the Board of Management on 10February 2011 with the approval of the Supervisory Boardand the resultant amendment required in the Articles ofAssociation. The Supervisory Board approved the resolutionafter considering it in detail.The collaboration between Supervisory Board and Boardof Management was characterized by intensive and opencommunication.Meetings of the Supervisory BoardThe Supervisory Board met on five occasions in the financialyear 2011. Eleven telephone conferences were heldadditionally. The Supervisory Board was also convened totwo extraordinary meetings held in the form of a telephoneconference. All members of the Supervisory Board wereable to attend more than half the meetings.There were no conflicts of interest to be disclosed to theSupervisory Board and with regard to which the shareholders'meeting must be informed.Main aspects considered by the SupervisoryBoard at its meetingsThe Supervisory Board regularly met to discuss the company'scurrent market situation and development, aswell as to consistently check and monitor the company'snet assets, financial position and liquidity, as well as theGroup's strategic orientation.The Board of Management presented its corporate planningfor the financial year 2011 at the Supervisory Boardmeeting on 11 January 2011. After intensive debate andchecking, the Supervisory Board approved the corporateplanning presented for the financial year 2011. In addition,the Supervisory Board was also informed of the progressmade with regard to the financial activities. The Board ofManagement also gave a detailed presentation of the salesdivision.At an extraordinary telephone conference on 6 April 2011,the Supervisory Board cancelled Mr. Jörg Deisel's appointmentas CEO and decided to terminate his service contractwith immediate effect for good cause. It was alsodecided to cancel the appointment of Mr. Michael Paterkaas member of the Board of Management, not to renew hisservice contract and to relieve Mr. Michael Paterka of hisduties. The Supervisory Board also considered the newappointment to the Board of Management proposed bythe Presidial Committee. The Supervisory Board appointedMr. Max Müller as Chief Executive Officer of ALNO AG withimmediate effect. Mr. Christoph Fughe was also appointedmember of the Board of Management with immediateeffect.At the meeting on 14 April 2011, the Supervisory Boardwas informed of the provisional financial statements ofALNO AG as at 31 December 2010, as well as with regardto the provisional consolidated financial statements of theALNO Group as at 31 December 2010. The Board ofManagement reported on the development of businessup to March 2011, as well as on other developments ofimportance. The Board of Management also presented aplan of action to improve performance in the financial year2011. Finally, the statement by PricewaterhouseCoopersconcerning the company's reorganization was also presentedand discussed.The agreement with Mr. Michael Paterka concerning anemployee termination payment was considered at lengthat the Supervisory Board meeting held on 9 May 2011 inthe form of a telephone conference. The resolution proposedby the Presidial Committee was adopted by theSupervisory Board.On 30 May 2011, the Supervisory Board consulted bytelephone to adopt a resolution. The annual financial statementsof ALNO AG as at 31 December 2010 and the