PDF (7.3 MB) - GILDEMEISTER Interim Report 3rd Quarter 2012

76Corporate Situation: Corporate Governancebusiness reportCorporate SituationIn accordance with the International Financial Reporting Standards (ifrs), a provisionexpense of € 258 k arose for the defined-benefit contribution commitment in 2010(previous year: € 108 k), whereby the total amount of provisions is € 5,530 k. This valueincludes the provision for surviving dependants contained in the commitment.The special purpose payments to the defined contribution pension plan amountedin total to € 353 k (previous year: € 253 k). Total provision expense for the past financialyear amounted to € 611 k (previous year: € 361 k). Advances in favour of the membersof the Executive Board – or for the rest also in favour of members of the SupervisoryBoard – were not granted. There was no share option plan or similar securities-basedincentive system.The companies of the gildemeister group did not pay any remuneration to anyboard members for services, in particular consulting and introduction services, whichwere personally rendered. Former members of the Executive Board and their survivingdependants received € 618 k (previous year: € 604 k) in the form of pensions. The amountof pension obligations (present value of defined benefit obligation) for former membersof the Executive Board and their surviving dependants amounted to € 8,635 k (previousyear: € 7,063 k).The employment relationship with Michael Welt was terminated as of 31 October 2010.For the period since the revocation of his appointment on 19 May 2010, he received thecontractually set fixed remuneration of € 173 k as well as € 5 k benefits in kind. Withinthe scope of a settlement of the employment relationship with Michael Welt by way ofcompromise, agreement was reached on an amount of € 2,900 k. This amount takes intoaccount the duties arising out of the personal service agreement and is both less than thecapitalised remaining term of the contract and less than average remuneration relating totwo years.Responsible management of opportunities and risksThe Executive Board and the Supervisory Board are informed regularly about the risksituation of the group and the individual business units. For gildemeister the responsiblehandling of risks by the company is part of good corporate governance. At gildemeister,major risks and opportunities are identified and regularly monitored with the aid of asystematic risk management system. The early risk identification system set up by theExecutive Board pursuant to Section 91 (2) of the German Stock Corporate Act (AktG) ischecked by the annual auditors, is continuously further developed by gildemeister andadapted to meet the changing economic environment. More information on the opportunitiesand risk management system can be found in the chapter “Opportunities and riskreport” on page 107 et seq.Cooperation between the Executive Board and Supervisory BoardThe Executive Board and the Supervisory Board work closely together in the interests ofattaining the joint goal of a sustained increase in corporate value. The Executive Boardinforms the Supervisory Board regularly, timely and comprehensively of all issues relatingto business development, finance, changes in the financial position and corporate planning,