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<strong>METRO</strong> GROUP : ANNUAL REPORT 2011 : BUSINESS → RepoRt of the SupeRviSoRy BoaRd Appointments and resignations Ms Marie-Christine lombard resigned from her seat on the supervisory Board effective 28 March 2011. she was succeeded by prof. Dr oec. Dr iur. ann-Kristin achleitner, who was elected to the supervisory Board by the annual General Meeting on 6 May 2011. on 30 June 2011, Mr Klaus Bruns left the supervisory Board. Through a decision by the Düsseldorf district court, he was replaced on the supervisory Board by Ms Gabriele schendel. prof. Dr Jürgen Kluge resigned from his positions as Chairman and as a member of the supervisory Board effective 17 november 2011. Through a decision by the Düsseldorf district court, Mr Franz M. Haniel was named to the supervisory Board on 18 november 2011 and was elected the new Chairman by the members of the Board on the same day. Düsseldorf, 15 March 2012 The supervisory Board FRANz M. hANiEL CHaIRMan → p. 077
<strong>METRO</strong> gROUP : ANNUAL REPORT 2011 : BUsiNEss → Corporate governanCe report 602 cORPORATE GOVERnAncE REPORT pursuant to the recommendation of subsection 3.10 of the German Corporate Governance Code, the Management Board and the supervisory Board of MeTRo aG deliver the following report on corporate governance at MeTRo GRoUp. 1 The Management Board and the supervisory Board of MeTRo aG are firmly committed to the principles of transparent, responsible corporate governance and supervision. They attach great importance to good corporate governance standards. Their voluntary commitment to the German Corporate Governance Code is reinforced by the following provision in the Boards’ by-laws: “The Management Board and the supervisory Board of MeTRo aG base their actions on the relevant valid recommendations of the German Corporate Governance Code and only deviate from the Code’s recommendations in well-founded exceptional cases. If the Management Board or supervisory Board intend to deviate from a recommendation, the organs inform each other of the planned move prior to its implementation.” Declaration of compliance with the german Corporate governance Code The Management Board and supervisory Board of MeTRo aG discuss MeTRo GRoUp’s implementation of the recommendations of the German Corporate Governance Code at least once a year, most recently during the supervisory Board meeting in December 2011. For the financial year 2011, both organs determined that these recommendations had been implemented without exception at MeTRo aG. In December 2011, the Management Board and supervisory Board of MeTRo aG therefore issued the following declaration pursuant to § 161 of the German stock Corporation act, and also made it permanently accessible to shareholders on the website www.metrogroup.de: “The Management Board and supervisory Board of MeTRo aG hereby declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the electronic Federal Bulletin in the version of 26 May 2010 have been complied with in full since the issue of the last declaration of compliance in December 2010. The Management Board and the supervisory Board intend to also comply with the recommendations of the Government Commission in its version of 26 May 2010 without exception in future.” suggestions of the german Corporate governance Code The declarations of compliance issued by the Management Board and the supervisory Board of MeTRo aG pursuant to § 161 of the German stock Corporation act, in accordance with the law, are directed only at the recommendations of the German Corporate Governance Code. In addition to the re commendations, the Code contains suggestions that a company can, but does not have to address. MeTRo aG follows the vast majority of these suggestions. In the financial year 2011, there were only two points that were not fully implemented: 1. subsection 2.3.4 of the Code calls for enabling shareholders to follow the annual General Meeting via modern 1 as a statement on corporate management pursuant to § 289a of the German Commercial Code, the corporate governance report is also part of the management report of MeTRo aG 2011 → p. 078
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ASIA E F G H SALES EASTERN EUROPE (
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