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METRO GROUP : ANNUAL REPORT 2011 : BUSINESS
→ RepoRt of the SupeRviSoRy BoaRd
Conflicts of interest
The remuneration system for members of the Management Board stipulates that the supervisory Board
may resolve an adjustment for special items for the determination of the performance-based compensation
that is based on performance metrics. In the financial year 2011, the supervisory Board exercised
this opportunity. as previously announced, member of the supervisory Board andreas Herwarth
abstained from voting. Mr Herwarth said his decision was based on the Management Board’s plan
to apply the regulations for this executive body to the employees of MeTRo aG. He informed the supervisory
Board that, as an employee of MeTRo aG, he would be indirectly affected by the resolution.
Meetings and resolutions of the Supervisory Board
In the financial year 2011, seven meetings of the supervisory Board were held, of which one was
unscheduled. one resolution of the supervisory Board was made in a written procedure.
The German Corporate Governance Code recommends that a mention be made in this report if a member
of the supervisory Board attended fewer than half of all supervisory Board meetings in any given
financial year. In 2011, changes were made in the membership of the supervisory Board of MeTRo aG.
Ms Marie-Christine lombard and Mr Klaus Bruns left the Board during the first half of the year.
Mr Franz M. Haniel joined it late in the year. Because they did not serve a full year as a result of the
departures and appointments, these individuals were unable to attend at least half of the meetings held
during the reporting year. of the group who were part of the Board for the full year, no member of the
supervisory Board attended fewer than half of the meetings.
Key issues covered by supervisory Board meetings and resolutions in 2011
at a glance
March 2011 – The supervisory Board’s audit meeting focused on the annual and consolidated financial
statements for the financial year 2010, the MeTRo aG management report for 2010, the Group management
report for 2010, the Management Board’s proposal for the appropriation of the balance sheet profit
at the annual General Meeting 2011 as well as the Management Board’s report about relations with
associated companies in 2010. The auditor attended this meeting and reported on the key findings of his
review. Management Board remuneration was a second scheduled focal point of the meeting. The
supervisory Board took a decision about remuneration for 2010 that was based on key performance
metrics and determined that the total compensation of individual members of the Management Board in
2010 was appropriate. The supervisory Board also approved the sale of a real estate portfolio, the
acquisition of the online consumer electronics retailer Redcoon and investments in Metro Cash & Carry’s
market entry in Indonesia. other issues discussed during this meeting of the supervisory Board were
the updating of the division of responsibilities for the Management Board and preparations for the
annual General Meeting 2011, including the supervisory Board elections, the report of the supervisory
Board and the corporate governance report. subject to the election of the auditors by the annual General
Meeting 2011, the audit assignments for the annual and consolidated financial statements for 2011 and
for the abbre viated half-year financial statements and interim management report for 2011 were also
adopted. The Management Board reported about business developments, the risk management system,
current projects and the regular distribution of donations in the financial year 2010. The Management
Board also reported about the upcoming and now ongoing legal conflict with the non-controlling shareholders
of Media-saturn-Holding GmbH. It also explained how it planned to approach the conflict.
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