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

The Supervisory Board held five regular meetings and another extraordinary meeting
in fiscal 2010/2011, each time with all members present and with at least one
meeting per quarter. Three circular resolutions were also adopted. The Supervisory
Board did not form any committees. There were no conflicts of interest within the
meaning of Item 5.5 of the Corporate Governance Code in fiscal 2010/2011.
The two members of the Supervisory Board, Dr Thomas Heidel and Mr. Robert Vinall
were dismissed during the AGM held on September 2, 2010. Dr Thorsten Dippel and
Mr. Thomas Volk were appointed to the Supervisory Board in their place. Thomas
Volk was elected as the new Chairman of the Supervisory Board and Michael Wand
was elected as the deputy Chairman of the Supervisory Board.
Dr Erik Massmann was appointed to the Board of Directors of P&I AG on September
1, 2010. He assumed the responsibilities previously undertaken by Dr Hartmut Voß,
who exercised his right to resign his office on September 30, 2010 under the
“Change of Control” clause.
The comprehensive information supplied by the Board of Directors to the Supervisory
Board always enabled it to fulfil its tasks of supervising and providing consultative
support to the Board of Directors and arriving at necessary decisions.
In fiscal 2010/2011, the Supervisory Board also concerned itself with the issue of
corporate governance in depth as well as the German Corporate Governance Code.
In December 2010, the Supervisory Board and the Board of Directors jointly
submitted a Declaration of Compliance pursuant to § 161 AktG (German Companies
Act), in conformity with the German Corporate Governance Codex. This declaration
was published on P&I’s website so that it could be permanently accessed by all of
the shareholders and it can be looked up under Section 2.5 of the Company’s
combined management report.
The consolidated financial statements, the annual financial statements of P&I
Personal & Informatik AG as well as the combined management report for P&I
Personal & Informatik AG and the Group have been audited by Deloitte & Touche
GmbH Wirtschaftsprüfungsgesellschaft, appointed by the Annual General Meeting as
auditors on September 2, 2010 and granted an unqualified audit certificate. The
consolidated financial statements were prepared in accordance with the International
Financial Reporting Standards (IFRS) additional commercial legislation to be applied
pursuant to § 315a Para. 1 of the German Commercial Code (HGB). These
consolidated financial statements prepared in accordance with IFRS exempt the
Company from the obligation to prepare annual financial statements in accordance
with the provisions of the German Commercial Code.
Regarding the early detection of risk, the auditors concluded that the Board of
Directors had taken the measures required by §91 Para. 2 of the German Companies
Act and that the Company's system for early detection of risk is well-suited to the
early detection of any developments which could endanger the continued existence
of the Company.
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