The good prospects are based on the all-embracing ... - ALNO AG

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14 to ouR shaREhoLdERs | REpoRt oF thE supERvisoRy BoaRd REpoRt oF thE supERvisoRy BoaRd In the year under review, the Supervisory Board of ALNO Aktiengesellschaft (ALNO AG) duly exercised the duties and responsibilities incumbent upon it in accordance with statutory regulations, the Articles of Incorporation and the rules of procedure. It devoted its attention to the company's position, continuously monitoring and advising the Board of Management in the process. <strong>The</strong> Board of Management provided the Supervisory Board with regular, timely and comprehensive written and oral reports on all aspects of fundamental significance for the Group. Above all, the Supervisory Board discussed the Board of Management's reorganization plans, the corporate planning, ongoing development of business, the company's strategic further development, its risk position and its risk management. We were kept abreast of individual developments diverging from the planning by the Board of Manage- heNNING GIeseCKe Chairman of the Supervisory Board ment. <strong>The</strong> company's strategic orientation was coordinated with the Supervisory Board and the Board of Management reported regularly on the progress made in implementing the strategy. <strong>The</strong> Supervisory Board was involved in all decisions from an early stage onwards. Outside of these meetings, the Chief Executive Officer also regularly informed the Chairman of the Supervisory Board with regard to the company's current position and development, its risk position and other significant developments. All developments requiring the consent of the Supervisory Board in accordance with statutory regulations, the Articles of Incorporation and the rules of procedure were also considered and decided by the Supervisory Board. It also considered individual transactions of importance.
In response to enquiries by the Supervisory Board or by the Chairman of the Supervisory Board, and at various meetings, the Board of Management and the auditor also reported on any risks affecting the net assets, financial position and results of operations of the individual ALNO Group companies, as well as on the action taken to coun- ter these in 2011. Second-tier management executives were also consulted on specific topics. <strong>The</strong> collaboration between Supervisory Board and Board of Management was characterized by intensive and open communication. MeeTINGs of <strong>The</strong> suPervIsorY Board <strong>The</strong> Supervisory Board met on five occasions in the financial year 2011. Eleven telephone conferences were held additionally. <strong>The</strong> Supervisory Board was also convened to two extraordinary meetings held in the form of a telephone conference. All members of the Supervisory Board were able to attend more than half the meetings. <strong>The</strong>re were no conflicts of interest to be disclosed to the Supervisory Board and with regard to which the sh<strong>are</strong>holders' meeting must be informed. MaIN asPeCTs CoNsIdered BY <strong>The</strong> suPervIsorY Board aT ITs MeeTINGs <strong>The</strong> Supervisory Board regularly met to discuss the company's current market situation and development, as well as to consistently check and monitor the company's net assets, financial position and liquidity, as well as the Group's strategic orientation. <strong>The</strong> Board of Management presented its corporate planning for the financial year 2011 at the Supervisory Board meeting on 11 January 2011. After intensive debate and checking, the Supervisory Board approved the corporate planning presented for the financial year 2011. In addition, the Supervisory Board was also informed of the progress made with regard to the financial activities. <strong>The</strong> Board of Management also gave a detailed presentation of the sales division. to ouR shaREhoLdERs | REpoRt oF thE supERvisoRy BoaRd <strong>The</strong> purpose of the telephone conference on 3 March 2011 was to approve the Board of Management's resolution of the same date defining the total volume of the capital increase resumed by the Board of Management on 10 February 2011 with the approval of the Supervisory Board and the resultant amendment required in the Articles of Association. <strong>The</strong> Supervisory Board approved the resolution after considering it in detail. At an extraordinary telephone conference on 6 April 2011, the Supervisory Board cancelled Mr. Jörg Deisel's appointment as CEO and decided to terminate his service contract with immediate effect for <strong>good</strong> cause. It was also decided to cancel the appointment of Mr. Michael Paterka as member of the Board of Management, not to renew his service contract and to relieve Mr. Michael Paterka of his duties. <strong>The</strong> Supervisory Board also considered the new appointment to the Board of Management proposed by the Presidial Committee. <strong>The</strong> Supervisory Board appointed Mr. Max Müller as Chief Executive Officer of ALNO AG with immediate effect. Mr. Christoph Fughe was also appointed member of the Board of Management with immediate effect. At the meeting on 14 April 2011, the Supervisory Board was informed of the provisional financial statements of ALNO AG as at 31 December 2010, as well as with regard to the provisional consolidated financial statements of the ALNO Group as at 31 December 2010. <strong>The</strong> Board of Management reported on the development of business up to March 2011, as well as on other developments of importance. <strong>The</strong> Board of Management also presented a plan of action to improve performance in the financial year 2011. Finally, the statement by PricewaterhouseCoopers concerning the company's reorganization was also presented and discussed. <strong>The</strong> agreement with Mr. Michael Paterka concerning an employee termination payment was considered at length at the Supervisory Board meeting held on 9 May 2011 in the form of a telephone conference. <strong>The</strong> resolution proposed by the Presidial Committee was adopted by the Supervisory Board. On 30 May 2011, the Supervisory Board consulted by telephone to adopt a resolution. <strong>The</strong> annual financial statements of ALNO AG as at 31 December 2010 and the 15
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ALNO Aktiengesellschaft 88630 Pfull
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The good prospects are based on the all-embracing ... - ALNO AG

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