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ANNUAL REPORT 2010/11 - Schumag AG

ANNUAL REPORT 2010/11 - Schumag AG

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6 Report of the Supervisory BoardSupervisory Board also gave its consent to theconclusion of a collective bargaining agreement forthe securing of the location involving an increase ofthe weekly working hours to 37.5 hours. Furthertopics were the key economic data, the report of therisk manager as well as the report of the SupervisoryBoard about the project trip to PEMEX, Mexico.CommitteesFor an efficient exercise of its duties the SupervisoryBoard formed a personnel committee and as well asan audit committee.In the period under review the personnel committeeconsisted of the following persons: Mr. FrankJokisch, Mr. Peter Koschel and Mr. Ralf Marbaise.Current members are Mr. Ekkehard Brzoska,Mr. Ralf Marbaise and Mr. Jürgen Milion.At the meeting of the Supervisory Board onDecember 7, <strong>2010</strong> a new audit committee wasestablished. In the reporting period during whichMr. Frank Jokisch, Mr. Jürgen Milion and Mr. PeterMünch (until May 13, 20<strong>11</strong>) were its members thecommittee reviewed for the first time the documentationof the annual financial statements for fiscalyear 2009/10 in advance of the balance sheetmeetings and recommended the approval of thefinancial statements. The audit committee currentlyconsists of the members Mr. Hans-Georg Kierdorf,Mr. Ralf Marbaise and Mr. Jürgen Milion.Corporate Governance andDeclaration of ComplianceIn fiscal year <strong>2010</strong>/<strong>11</strong> the Supervisory Board onceagain regularly dealt with the subject of CorporateGovernance of the company. The current declarationof compliance of April 2013 was approved by theSupervisory Board and this declaration of compliancewas released for inspection by the Board of ExecutiveDirectors in accordance with the 2nd sentence of§ 161 of the German Stock Corporation Act. Thedeclaration of compliance has been published on thewebsite of the company. <strong>Schumag</strong> Aktiengesellschaftlargely complies with the recommendations of theGerman Corporate Governance Code in the versionof May 15, 2012.The report on Corporate Governancefor fiscal year <strong>2010</strong>/<strong>11</strong> to which reference is madehere was discussed at the meeting on April 19, 2013and decided by the Supervisory Board.Annual and ConsolidatedFinancial StatementsThe final annual and consolidated financialstatements as of September 30, 20<strong>11</strong> preparedby the Board of Executive Directors and presentedto the Supervisory Board on May 15, 2013, themanagement reports for the stock corporationand for the Group for fiscal year <strong>2010</strong>/<strong>11</strong> (eachincluding the explanatory report according to§ 289 (4) and/or § 315 (4) of the German CommercialCode) as well as the accounting and therisk management system were approved by BDO<strong>AG</strong> Wirtschaftsprüfungsgesellschaft, Düsseldorf,which had been elected as auditors at thegeneral meeting and were provided with theirunqualified audit certificate. Furthermore theauditors determined that the Board of ExecutiveDirectors had taken all suitable measures whichit was obligated to take according to § 91 (2) of theGerman Stock Corporation Act. It has in particularestablished an adequate information and monitoringsystem which meets the requirements ofthe company and appears to be useful accordingto its concept and actual handling to detect ingood time developments which threaten theexistence of the company.The annual and consolidated financial statementsprepared by the Board of Executive Directors (Dr.Johannes Ohlinger appointed as of September 1,2012), the management and Group managementreport as well as the corresponding audit reportsof the auditors were presented to all members ofthe Supervisory Board. The focus of the audit wasplaced in particular on the examination of properaccounting, the efficiency of the internal controlsystem as well as the forecasts contained in therespective reports. Early in April 2013 the SupervisoryBoard received a first reading copy of theauditor's audit report on the annual financialstatement and the management report. At thebalance sheet meeting of the Supervisory Boardon April 19, 2013 as well as at the meeting of theaudit committee on April 19, 2013 the auditorexplained in detail the content of his expected

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