2011 annual report - ALNO

SINGLE-ENTITY AND GROUP MANAGEMENT REPORT | Other disclosures55through telephone conferences. The Supervisory Board doesnot include any former members of the company's Board ofManagement.Each member of the Supervisory Board is obliged to discloseany conflicts of interest immediately. Member of the SupervisoryBoard are required to resign their position in the eventof significant and not merely temporary personal conflictinginterests.The chairman of the Supervisory Board remains in regularcontact with the Board of Management and particularly withthe Chief Executive Officer, with whom he consults on thecompany's strategy, business development and risk management.In the report of the Supervisory Board and at the Annual GeneralMeeting, the chairman of the Supervisory Board givesa detailed annual report on the activities of the SupervisoryBoard and its committees.The Supervisory Board has set up the following committees:Presidial Committee and Audit CommitteeUntil 14 July 2011, the Presidial Committee prepared themeetings of the Supervisory Board, monitored the resolutionsadopted, was responsible for the employment contractssigned with members of the Board of Management and theirremuneration, and represented the company in dealings withformer members of the Board of Management, insofar asthis was not the responsibility of the Board of Managementitself. Since 14 July 2011, the Presidial Committee has alsoacquired and discharged further duties in addition to thosementioned above. The Presidial Committee has consequentlyanalysed the company's ongoing business, advised theBoard of Management with regard to the strategic orientationof the ALNO Group and Group companies, verified its implementationand prepared papers on the strategic orientation tobe adopted by the Supervisory Board, insofar as the activityconcerned required the consent of the Supervisory Board.The Presidial Committee has three members:• Mr. Henning Giesecke (chairman)• Mr. Werner Devinck• Dr. Jürgen DiegruberThe Audit Committee is mainly concerned with the preparationof negotiations and resolutions by the Supervisory Boardon matters relating to the company's accounting, risk managementand compliance, the necessary independence ofthe auditors, retaining the auditors, defining the focal pointsof the audit and reaching agreement with the auditors on theirfee for the audit.The Audit Committee has three members:• Mr. Anton Walther (chariman)• Dr. Jürgen Diegruber• Mr. Jörg KespohlFurther information on the members of the Board of Managementand Supervisory Board and on the remuneration paidto the Board of Management can be found in Section J."Supervisory Board and Board of Management" of the Notesto the annual financial statements in this Annual Report.For their activities for the Supervisory Board, the membersof the Supervisory Board received total remuneration in theamount of EUR 230,000 in the financial year 2011. This ismade up as follows:2011 in '000 EURHenning Giesecke(chairman) 45,000Rudolf Wisser(vice-chairman) 30,000Werner Devinck 22,500Dr. Jürgen Diegruber 25,000Anton Walther 25,000Jörg Kespohl 22,500Gerhard Meyer 20,000Ruth Falise-Grauer from 14 July 2011 10,000Nobert Orth from 14 July 2011 10,000Christoph Maass until 14 July 2011 10,000Armin Weiland until 14 July 2011 10,000230,000The fees paid to members of the Supervisory Board fortheir advisory activities are set out in Section J. "SupervisoryBoard and Board of Management" of the Notes to the annualfinancial statements in this Annual Report.As at 31 December 2011 the members of the Supervisory Boardheld a total of 106,666 shares. The members of the Board ofManagement held 545,507 shares on 31 December 2011.Further information on the company's management canbe found in the Articles of Incorporation of ALNO AG, whichare also publicly accessible on the company's website atwww.alno.de.