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METRO gROUP : ANNUAL REPORT 2011 : BUsiNEss
→ RepoRt of the SupeRviSoRy BoaRd
May 2011 – During the meeting of the supervisory Board held immediately before the start of the annual
General Meeting on 6 May 2011, the Management Board reported about current business developments.
To address instances in which a legal challenge is filed against resolutions of the annual General Meeting
2011, the supervisory Board also took a precautionary decision concerning a delegation of authority
to a firm of solicitors.
a strategy meeting was held on 24 May 2011. The Management Board reported about its assessment of
business, market and competitor trends, strategic priorities and areas essential to the implementation
of the Board’s strategy. executives of the Group’s sales divisions also attended the meeting. Following
an in-depth discussion, the supervisory Board expressed its full support for the strategic plan presented
by the Management Board. During the meeting, the supervisory Board also carried out an efficiency
review that was prepared in the spring of 2011 with interviews that an external expert had conducted
with the members of the Management Board and supervisory Board of MeTRo aG.
June 2011 – In a written procedure, the supervisory Board approved the conclusion of a joint venture
agreement between Metro Cash & Carry and Thal limited as well as the investments related to this
agreement. on the basis of this agreement, the wholesaler Makro Habib, a member of the Thal Group,
and MeTRo Cash & Carry plan to combine their business activities in pakistan and to exploit economies
of scale in the process. This merger is subject to the approval of pakistan’s High Court.
July 2011 – The summer meeting of the supervisory Board was held in st petersburg and included store
visits and meetings with regional executives of MeTRo GRoUp. During the Board meeting, the status quo
and strategy of MeTRo GRoUp in Russia were discussed at length with the Management Board. Following
Mr Klaus Bruns’ departure from the supervisory Board, the Board elected Mr Werner Klockhaus as
its vice Chairman and changed the membership assignments on committees. personnel issues on the
Management Board were another focal point of the meeting. The supervisory Board appointed Mr Heiko
Hutmacher as a member of the Management Board and the new Chief Human Resources officer of
MeTRo aG for a period of three years. Mr Hutmacher assumed both positions on 1 october 2011. With the
approval of the supervisory Board, the division of business responsibilities for the Management Board
was modified accordingly. other resolution issues during the meeting included the employment contract of
Mr Hutmacher, the determination of a target value for performance-based remuneration of the member
of the Management Board Joël saveuse, the updating of ancillary benefits clauses in the employment
contracts of members of the Management Board and the sale of a real estate portfolio. In particular, the
Management Board informed the supervisory Board about current business developments, the advanced
preparations for the market entry into Indonesia, risk management and the Group’s com pliance activities.
November 2011 – In a meeting held on 2 november 2011, the supervisory Board decided to extend the
appointment of Mr olaf Koch to the Management Board of MeTRo aG for an additional three years and
approved his new employment contract. In addition, the supervisory Board composed a resolution
regarding the manner for introducing individual aspects of the new Management Board remuneration
system that was approved by an overwhelming majority at the annual General Meeting 2011. The supervisory
Board also discussed successor planning for the Management Board and approved the sale of
a real estate portfolio. During this meeting, the Management Board provided information about business
trends, including the latest results and projects – particularly at Media-saturn – as well as the strategy
for Metro Cash & Carry in europe, the Middle east and north africa.
Following the resignation of prof. Dr Jürgen Kluge, the supervisory Board elected Franz M. Haniel as its
new Chairman in a special meeting held on 18 november 2011. personnel issues on the Management
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