annual report 2009 - bei der Hamborner REIT AG

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to our sHareHolders management report Financial statements supplementary inFormation Managing Board and Supervisory Board 14 Managing board Hamborner reit ag | annual report 2009 Dr. Rüdiger Mrotzek, Hilden born in 1957, member of the Managing Board since March 8, 2007, appointed until March 7, 2013, responsible for the areas of finance/accounting , taxes, properties, EDP, risk management / controlling Hans Richard Schmitz, Bonn born in 1956, member of the Managing Board since December 1, 2008, appointed until December 31, 2012, responsible for the areas of legal matters, personnel, corporate governance, investor relations / public relations, insurance Supervisory Board Dr. Josef Pauli, Essen – Honorary Chairman – Dr. Eckart John von Freyend, Bad Honnef – Chairman – Shareholder of Gebrüder John von Freyend Vermögens- und Beteiligungsgesellschaft m.b.H. Dr. Marc Weinstock, Kelkheim-Fischbach – Deputy Chairman – Chairman of the Managing Board of HSH Real Estate AG Volker Lütgen, Wentorf Managing Director of HSH Capitalpartners GmbH Robert Schmidt, Datteln Managing Director of Evonik Immobilien GmbH Edith Dützer, Moers* Clerical employee Hans-Bernd Prior, Dinslaken* Technician * Employee representative
Report of the Supervisory Board Dear Shareholders, to our sHareHolders management report Financial statements supplementary inFormation The financial year 2009 is completely characterised for HAMBORNER by the conversion into a tax-transparent Real Estate Investment Trust (REIT). Operationally, the company has coped well with the persistently difficult market conditions, thanks to its healthy balance sheet structure and high liquidity. With the registration of the REIT Articles of Association in the Commercial Register and the accompanying tax exemption as from 1 January 2010, the way has now been smoothed to develop new investor groups for the HAMBORNER share and to ensure the long-term growth of the company in such a way. Monitoring the conduct of business and cooperation with the Managing Board We have regularly advised the Managing Board in the management of the company in the reporting year 2009 and intensively supervised and constantly monitored its company management. In the course of this, we have secured in-depth information about all significant business transactions and upcoming decisions. Moreover, the Managing Board regularly, promptly and comprehensively informed the Supervisory Board, both verbally and in writing, about all the matters of fundamental importance for the company and, in particular, about the strategic orientation and all the relevant aspects of the business plan including the financial, investment and personnel planning. Our particular attention was aimed at the economic situation and the profitability of the company, as well as the course of the transactions, including the risk position and risk management. Five meetings of the Supervisory Board were held in the financial year 2009. Additionally, we effected resolutions outside meetings in the case of three transactions in need of a speedy response. This involved the purchase of properties and personnel matters. Between the committee meetings, I discussed the strategy, as Chairman of the Supervisory Board, in a regular exchange with the Managing Board and informed myself on the current trend of the business environment, significant business transactions and upcoming decisions. Central elements of activity in the Supervisory Board plenum The turnover, earnings and personnel development of the company, the financial position as well as the letting rate and the current situation with purchases and sales were explained to us at length by the Managing Board in all meetings and then discussed collectively by us. Furthermore, we thoroughly discussed numerous individual topics with the Managing Board in the meetings. In the financial statement meeting of 19 March 2009, the Supervisory Board approved the annual and consolidated financial statements of HAMBORNER AG as of 31 December 2008 after its own review and discussion of significant aspects with the statutory auditor, Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft. We also endorsed the Managing Board's proposal for the appropriation of profits. Furthermore, we adopted the agenda of the 2009 ordinary general shareholders' meeting and in this connection we discussed in particular the necessary amendments to the Articles of Association for the conversion into a REIT, as well as the tax repercussions resulting therefrom. Commensurate with the recommendations of the German Corporate Governance Code, we approved an efficiency audit by means of self-evaluation. All members of the Supervisory Board took part in the meeting. The meeting on 5 June 2009, which took place in the form of a telephone conference, dealt with the preparation for the 2009 general shareholders' meeting, as well as the findings of the efficiency audit of the Supervisory Board activities. In summary, it was emphasised that the self-evaluation confirmed the meaningful and professional composition of the Super- annual report 2009 | Hamborner reit ag 15
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Financial Calendar 2010/2011 25 Mar
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annual report 2009 - bei der Hamborner REIT AG

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