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

54 sinGLE-Entity and GRoup manaGEmEnt REpoRt | othER disCLosuREs
relevant disclosures concerning management
duties and activities which go beyond the statutory
requirements
MIssIoN sTaTeMeNT of alNo aG
It is the decl<strong>are</strong>d aim of ALNO AG to undertake all business
dealings in an ethically and legally irreproachable manner.
On the basis of its "one company" concept, ALNO AG has
developed a mission statement which sets out the basis of its
corporate culture for employees and partners, represents the
company's corporate identity and describes the principles for
sustainable and socially responsible action.
GrouP GuIdelINes oN CoNduCT IN BusINess lIfe
ALNO AG has adopted internal Group guidelines defining its
conduct in business life. For all employees of the ALNO Group
(including the executive management level and Board of Management),
these guidelines not only specify basic behavioural
requirements, but also define relations with business partners
and third parties, the use of company facilities and the use
of data. In addition, the Group guidelines also address such
issues as the environment, occupational safety and health,
and the right to make complaints and receive information.
Compliance with the Group guidelines on conduct in business
life is regularly checked in all the Group's companies.
This is undertaken in compliance with the respective national
procedures and statutory requirements.
TraNsP<strong>are</strong>NCY aNd aCCouNTING
ALNO AG prep<strong>are</strong>s regular annual and interim reports, adhoc
bulletins and press releases for its sh<strong>are</strong>holders and the
interested public, informing them of the company's position
and essential changes in its business operations. <strong>The</strong> corporate
information published by the company is also posted on
the company's website and is publicly accessible on www.
alno.de.
Accounting in accordance with the International Financial
Reporting Standards (IFRS) was introduced for the financial
year 2005.
duties and activities of the Board of Management and
supervisory Board; membership, duties and activities
of their committees
Board of MaNaGeMeNT
On 31 December 2011, the Board of Management of ALNO
AG was made up of four members. <strong>The</strong> Board of Management
runs the company on its own responsibility. It is bound
by the company's interests and committed to sustainably
increasing the company's enterprise value. <strong>The</strong> members
of the Board of Management <strong>are</strong> appointed by the Supervisory
Board. <strong>The</strong> precise number of members making up the
Board of Management and, if necessary, its chairman and
his deputy <strong>are</strong> likewise designated by the Supervisory Board.
According to the Articles of Incorporation of ALNO AG, the
Board of Management must draw up rules of procedure
in consultation with the Supervisory Board. <strong>The</strong>se rules of
procedure define management of the business as a whole
and of individual business <strong>are</strong>as, the allocation of duties,
the duties of the Chief Executive Officer, the Board's duties
as regards informing the Supervisory Board and the manner
in which it deals with conflicts of interest. <strong>The</strong> Board of
Management meets regularly at short intervals to discuss
the development of business and adopt its resolutions. In
addition, the Board of Management regularly reports to the
Supervisory Board, with timely and comprehensive information
on all aspects of relevance to the company and its
planning, business development, ongoing projects, risk position
and risk management, and coordinates the company's
strategic orientation with the Supervisory Board.
suPervIsorY Board
<strong>The</strong> Supervisory Board of ALNO AG monitors and advises
the Board of Management in its running of the company and
participates in decisions of fundamental importance for the
company. As required by the German One-third Employee
Representation Act (DrittelbG), the Supervisory Board of
ALNO AG comprises six sh<strong>are</strong>holder representatives and
three employee representatives.
<strong>The</strong> Supervisory Board is also required by the Articles of
Incorporation to draw up its own rules of procedure. <strong>The</strong>se
govern, in particular, the convocation of meetings, the formation
and duties of the committees and the requirements to be
met by the members of the Supervisory Board. <strong>The</strong> Supervisory
Board meets at least twice per half-year. <strong>The</strong> chairman
of the Supervisory Board decides whether the members of
the Board of Management <strong>are</strong> to attend its meetings. Meetings
<strong>are</strong> convened with at least 14 days' notice. <strong>The</strong> agenda
topics and proposed resolutions <strong>are</strong> communicated together
with the invitation. In individual cases, the Supervisory Board
also adopts resolutions in a written circulating procedure or