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METRO 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
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