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METRO gROUP : ANNUAL REPORT 2011 : BUsiNEss
→ RepoRt of the SupeRviSoRy BoaRd
mandates for the annual and Group financial statements 2011 as well as for the Group’s half-year report
2011 by the supervisory Board. The Management Board reported about the risk management of
MeTRo GRoUp, donations made in the financial year 2010 and about current developments and projects.
In addition, the accounting and audit Committee examined the relevant results of interviews that an
external consultant conducted in preparation of the supervisory Board’s efficiency review in 2011.
The other meetings that the accounting and audit Committee held in the financial year 2011 focused on
the quarterly reports and the half-year report of MeTRo aG prior to their publication. other topics of the
committee’s work included the Group’s internal control systems, risk management, compliance and internal
auditing. The committee’s other topics of discussion included the further development of international
accounting standards, corporate governance of MeTRo GRoUp, dependency issues and corporate tax
planning. The committee also prepared the supervisory Board’s scheduled decision on the Management
Board’s budget planning. In a special meeting, the Management Board informed committee members
about discussions being held with parties interested in acquiring the Group’s department store segment.
as a result of a change on the supervisory Board, the accounting and audit Committee elected Mr Werner
Klockhaus as its new vice Chairman in the reporting year.
Personnel Committee – The personnel Committee deals primarily with personnel issues concerning the
Management Board. The committee met eight times during the financial year 2011: two regularly scheduled
sessions in February and november (in February with the presidential Committee) and six special meetings
in February, June, July, october, november and December (in october with the presidential Committee).
The work of the personnel Committee was dominated by preparations for the resolutions of the supervisory
Board regarding the appointments of Messrs Mark Frese, Heiko Hutmacher and olaf Koch as
members of the Management Board of MeTRo aG, regarding the amicable termination of the tenure of
Dr eckhard Cordes on the Management Board at the end of 2011 and the appointment of Mr olaf Koch as
the new Chairman of the Management Board as of 1 January 2012. In addition, the committee discussed
employment contract issues, including the remuneration system for members of the Management Board.
The personnel Committee regularly examined trends involving the variable component of the remuneration
received by members of the Management Board. It also discussed the future approach to implementing
individual aspects of the new remuneration system for members of the Management Board.
Presidential Committee – The presidential Committee deals with the corporate and regional strategy, the
monitoring of compliance with legal regulations and the application of the German Corporate Governance
Code. In consideration of § 107 section 3 sentence 3 of the German stock Corporation act, the presidential
Committee takes decisions about urgent matters and matters submitted to it by the supervisory Board.
The presidential Committee met twice in the financial year 2011, both times with the personnel Committee.
The committee primarily discussed corporate governance of MeTRo GRoUp, including remuneration
for members of the Management Board, which is detailed in the annual corporate governance report.
In addition, the Management Board informed the presidential Committee about current developments
and transactions. The Management Board reported in particular about the upcoming and now ongoing
legal dispute with the non-controlling shareholders of Media-saturn-Holding GmbH. It also informed the
committee about its planned approach to this dispute.
Nominations Committee – The nominations Committee is responsible for proposing suitable candidates
for the supervisory Board’s election proposals to the annual General Meeting.
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