Annual Financial Statement P&I Personal & Informatik AG April 1 ...

P&I Personal & Informatik Combined Management Report (Group and Cooperation)
Supervisory Board has laid down a list of business transactions requiring approval,
which forms part of the respective company bylaw. The Supervisory Board of P&I AG
consists of three members. Elections to the Supervisory Board are made in
accordance with the recommendations of the Corporate Governance Code: Each
member of the Supervisory Board is elected singly.
Audit pursuant to § 111, Para. 2, Sentences 1 and 2, AktG
The Supervisory Board resolved that an audit of specific matters pursuant to § 111
Para. 2, Sentences 1 and 2, AktG, should be implemented at their meeting held on
January 18, 2010.
The Supervisory Board appointed the law firm, Flick Gocke Schaumburg and the
auditors, Warth & Klein mbH as the external experts authorised to carry out the audit.
The auditors are of the opinion that comprehensive answers were provided by the
Board of Directors to all questions and the requests for information that were based
on the comprehensively processed issues and submitted by the auditors under the
terms of the contract. The auditors have stated that in their view no information or
existing documents were withheld from them. Furthermore, the auditors have
confirmed that after inspecting the documents supplied to them were not left with the
impression that any of the existing documents requested by them were withheld from
them.
The auditors came to the conclusion, based on this extensive establishing of facts
process, that no material breaches of diligence requirements were made by the
members of the Board of Directors in any of the processes that were audited. The
special audit final report submitted by the auditors appointed by the Supervisory
Board confirmed the view of the Board of directors of P&I AG that they cannot be
accused of any breach of duty with regard to the exercising of their office.
Nevertheless, since the last AGM P&I has voluntarily agreed, in agreement with
shareholders representatives, to allow another special audit of selected issues that
were audited previously. The Board of Directors is unaware if this has been taken into
consideration in the accounts up to the balance sheet date.
2.6 Remuneration systems
Board of Directors
Remuneration for the members of the Board of Directors is determined by the
Supervisory Board and comprises both fixed and variable components. The fixed
component, aside from a fixed-amount monthly remuneration, also includes benefits
in kind, in particular the valuation for company vehicles to be applied in compliance
with German taxation regulations.
One part of the variable component of the Board of Directors' remuneration
constitutes a performance related target income. The amount of the performance
related target income is calculated on the basis of the degree to which the target
Group EBIT (earnings before interest and taxes) set by the Supervisory Board has
been fulfilled.
Bonus schemes also constitute part of the Board of Directors' variable remuneration:
Payment of a long-term bonus (providing a long-term incentive) as a variable
remuneration component was agreed on with one member of the Board of Directors
with effect from September 1, 2007. Granting of the long-term bonus and its amount
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