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from a single source. Conergy AG Annual ... - Alle jaarverslagen

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20<strong>Conergy</strong> <strong>AG</strong> I <strong>Annual</strong> Report 2010report and the Group management for the 2010 financialyear at its financials meeting on 24 March 2011.The annual financial statements of <strong>Conergy</strong> <strong>AG</strong> arehence adopted (Section 172 sentence 1 German StockCorporation Act).Declaration of Compliance and CorporateGovernanceThe Supervisory Board attaches high priority to issuesof corporate governance. It reports thereon jointly withthe Management Board in connection with the corporategovernance report, which is a part of this annualreport. Aforesaid report also contains information onaspects of the Company’s corporate governance asthey relate to the Supervisory Board.On 9 December 2010, the Supervisory Board issuedthe annual Declaration of Compliance with the GermanCorporate Governance Code pursuant to Section 161German Stock Corporation Act jointly with the Company’sManagement Board; it was made available tothe public on the Company’s website.The compensation of the Supervisory Board membersis itemised and broken down into the various componentsin the compensation report reproduced in thisannual report. In the 2010 financial year, the SupervisoryBoard also addressed potential conflicts of interestof its members, especially in conntection with therefinancing. The Supervisory Board did not find thatthere was a conflict of interest because the refinancingis equally important to the Company and its shareholdersand because the shareholders’ interest is vitalto the Company’s interests as well.At its meeting on 9 December 2010, the SupervisoryBoard resolved to conduct the efficiency review of itswork as recommended by the German Corporate GovernanceCode and subsequently started performingthe review. The self-assessment was essentially basedon a questionnaire developed by Deloitte & ToucheGmbH Wirtschaftsprüfungsgesellschaft. The findingsof the analysis of this questionnaire will be integratedinto the work of both the Supervisory Board and itscommittees.Changes on the Management Board and theSupervisory BoardAndreas Wilsdorf was appointed to the ManagementBoard effective 15 March 2010 and assumed his responsibilitiesthe same day. He took over the sales andmarketing activities of Philip von Schmeling, who tookon new challenges elsewhere after his contract expired.Philip von Schmeling resigned <strong>from</strong> the ManagementBoard effective 23 April 2010.Dr. Andreas von Zitzewitz, member of the ManagementBoard, resigned his seat on the ManagementBoard on 19 August 2010 to immediate effect.The Management Board member, Dr. Jörg Spiekerkötter,resigned <strong>from</strong> the Management Board at his ownrequest effective 31 October 2010, the expiry date ofhis contract. Dr. Sebastian Biedenkopf, who had alreadybeen appointed to the Management Board effective1 September 2010, took over his responsibilitieseffective 1 November 2010 to ensure an orderlytransition.Given his election to the Supervisory Board by the <strong>Annual</strong>General Meeting, on 5 October 2010 the Company’sformer Chief Executive Officer, Dieter Ammer, resignedto immediate effect <strong>from</strong> its ManagementBoard, both as a regular member and as its chairman.His appointment to the Management Board, which wasto expire on 31 July 2010, had earlier been extended bythree months.On 19 July 2010, Eckhard Spoerr resigned his seat onthe Supervisory Board for cause to immediate effect.The regular term of office of the remaining five SupervisoryBoard members, Norbert Schmelzle, Klaus-Joachim Krauth, Andreas de Maizière, Oswald Metzgerand Bernhard Milow duly ended at the end of 31 August2010.Upon application of the Company’s ManagementBoard, by ruling dated 1 September 2010 the RegistryCourt of the Hamburg District Court reappointed themto the Supervisory Board of <strong>Conergy</strong> <strong>AG</strong> until the endof its next <strong>Annual</strong> General Meeting.

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