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

16 to ouR shaREhoLdERs | REpoRt oF thE supERvisoRy BoaRd
consolidated financial statements of the ALNO Group as at
31 December 2010 were discussed and individual balance
sheet items considered in detail by the Supervisory Board
together with the auditors from Ernst & Young GmbH
of Ravensburg. All the annual financial statements were
scrutinized to ensure their expediency and conformity with
statutory requirements. All questions were answered satisfactorily
and in detail by the Board of Management and
auditors. In addition, the Audit Committee reported on the
results of its audit and proposed that the financial statements
prep<strong>are</strong>d and presented for ALNO AG be approved,
together with the consolidated financial statements of the
ALNO Group. Both the financial statements of ALNO AG
and the consolidated financial statements were subsequently
approved by the Supervisory Board. <strong>The</strong> annual
financial statements were thus adopted. At the recommendation
of the Audit Committee, the Supervisory Board
decided to propose to the Annual General Meeting that
Ernst & Young GmbH, Wirtschaftsprüfungsgesellschaft,
Ravensburg, be re-elected as auditor for the financial year
2011, too. <strong>The</strong> report of the Supervisory Board and the
joint Corporate Governance report were then discussed
and approved. <strong>The</strong> meeting also considered the agenda
of the Annual General Meeting, including the proposed
resolutions to be adopted. In addition, it considered the
possibility of transferring the company's headquarters to
Pfullendorf. It was decided to include the move to new
headquarters in the agenda of the Annual General Meeting.
<strong>The</strong> agenda for the Annual General Meeting 2011 was then
adopted. <strong>The</strong> Board of Management additionally informed
the Supervisory Board of the executive board comprising
the Board of Management and the managing directors of
the German subsidiaries for which rules of procedure were
proposed to the Supervisory Board. At the same time, the
Supervisory Board also discussed a proposal to amend
the rules of procedure for the Board of Management. <strong>The</strong>
amended rules of procedure for the executive management
and for the Board of Management were adopted.
On 13 July 2011, the Supervisory Board met again for
an extraordinary meeting by telephone. <strong>The</strong> agenda concerned
a further change in the Board of Management of
ALNO AG. <strong>The</strong> Supervisory Board decided to dismiss Mr.
Jörg Artmann as CEO of ALNO AG. It also decided not
to renew the service agreement concluded with Mr. Jörg
Artmann, to terminate it as a precautionary measure and
to relieve Mr. Jörg Artmann of his duties. Ms. Ipek Demirtas
was appointed as a new member of the Board of Management
effective 14 July 2011.
<strong>The</strong> new members of the Supervisory Board were introduced
at the meeting immediately following the Annual
General Meeting on 14 July 2011. <strong>The</strong> Annual General
Meeting elected Ms. Ruth Falise-Grauer and Mr. Norbert
Orth to the Supervisory Board as sh<strong>are</strong>holder representatives.
<strong>The</strong> Supervisory Board's committees were also
discussed. <strong>The</strong> Supervisory Board decided to rename the
Presidial Committee "Strategy and Presidial Committee".
This committee will continue to exercise the responsibilities
of the Presidial Committee in future. <strong>The</strong> Strategy and
Presidial Committee's other responsibilities were also considered.
In conjunction with renaming and extending the
responsibilities of the Strategy and Presidial Committee,
the Supervisory Board's rules of procedure as regards the
responsibilities of the Strategy and Presidial Committee
were amended and adopted by the Supervisory Board.
<strong>The</strong> Supervisory Board also decided to appoint Mr. Elmar
Duffner as a member of the company's Board of Management
effective as from commencement of his service
for the company. In addition, the Board of Management
reported on the development of business by ALNO AG
and the ALNO Group as per June 2011. <strong>The</strong> current progress
made in the financing process and the restructuring
agreement II were also considered. During the meeting,
the Supervisory Board also discussed the implications of
retaining management consultants associated with Mr.
Max Müller. Related persons and companies <strong>are</strong> disclosed
in Section I.
During a telephone conference on 16 August 2011 the
Supervisory Board approved the conclusion of a loan
agreement between ALNO AG as borrower and Comco
Holding AG of Nidau, Switzerland, as lender.
At a Supervisory Board meeting held by telephone on 31
August 2011, the Board of Management discussed the
mid-year financial statements 2011 with the Supervisory
Board and reported on current business developments.