Hornbach-Baumarkt-AG Group

REPORT OF THE SUPERVISORY BOARD 13
for regular meetings up to and including the 2013/2014
financial year.
On December 19, 2012, the Board discussed the Group’s
current business situation, the risk report and the compliance
report. The issue of a bond with a volume of € 250 million
planned by the Board of Management to prematurely refinance
an old bond was approved. At the same meeting, the
updated Declaration of Conformity with the German Corporate
Governance Code was submitted pursuant to § 161 of the
German Stock Corporation Act (AktG) and then made permanently
available to shareholders on the company’s homepage.
Apart from a few exceptions, HORNBACH-Baumarkt-AG has
complied with and continues to comply with the recommendations
of the German Corporate Governance Code. Only the
following recommendations have not been complied with for
the reasons outlined in the Declaration of Conformity: the
agreement of a deductible in the D&O insurance policy for
Supervisory Board members, the setting of a cap on severance
pay for members of the Board of Management, that the Supervisory
Board Chairman also chairs the committee dealing
with contracts with the Board of Management, the formation
of a nomination committee, the statement of targets for
diversity and a commensurate representation of women, that
the Supervisory Board should not include more than two
former members of the Board of Management, and the individualized
disclosure of compensation or benefits granted to
Supervisory Board members for services rendered in person.
Further information about corporate governance at HORNBACH-
Baumarkt-AG can be found in the joint report of the Board of
Management and the Supervisory Board from Page 20 onwards.
At its final meeting in the past 2012/2013 financial year, held
on February 27, 2013, the Supervisory Board discussed the
Group’s current business situation, and examined and approved
the budget for the financial years 2013/2014 to
2017/2018. Furthermore, the Codes of Procedure for the Supervisory
Board and Board of Management were updated and
matters relating to the Board of Management were discussed.
Committees and committee meetings
The Supervisory Board has established three committees. The
current composition of the committees can be found on
Page 17 of this Annual Report.
The Audit Committee met five times in the year under report.
Meetings were held in May, June, September, December and
February. In May 2012, the Audit Committee discussed the
annual financial statements of HORNBACH-Baumarkt-AG and
the consolidated financial statements, the management
reports, the proposed appropriation of profits and the audit
reports, including the dependent company report, in the presence
of the auditor and of the Chairman of the Board of Management
and the Chief Financial Officer. Key focuses of discussion
at this meeting also included the risk and compliance
reports of the Board of Management, group internal audit
reports, the reports compiled by the Board of Management on
the financial situation of the company and the candidate to
be proposed for election as auditor. The financial report for the
first quarter was discussed at the June meeting and on September
26, 2012 the half-year financial report was discussed
in the presence of the auditors. In December 2012, the key
focuses for the audit of the annual financial statements were
determined together with the auditors. At the same meeting,
the Committee addressed the nine-month financial report, the
risk and compliance reports, and the company’s financial
situation, including the restructuring of the bond and the
performance of new stores. In February 2013, the budget for
the financial years 2013/2014 to 2017/2018 was discussed in
detail and approved. The internal audit plan for the
2013/2014 financial year was adopted at the same meeting.
The Audit Committee Chairman reported in detail on the work
of the committee to full Supervisory Board meetings.
The Personnel Committee held two meetings. The May meeting
dealt with the forthcoming extension to the management
board contract with the Chairman of the Board of Management.
In February 2013, the Committee discussed the forthcoming
extension of the contract with a member of the Board
of Management.