pdf (22.8 MB) - METRO Group

METRO GROUP : ANNUAL REPORT 2011 : BUSINESS
→ Corporate governanCe report
examples of projects that show how MeTRo GRoUp secures
its business foundations and competitive advantages by
acting in an environmentally conscious manner are presented
on the website www.metrogroup.de in the section
sustainability & CsR – environment.
Division of duties and areas of responsibility
between the Management Board and the
supervisory Board
The clear division between corporate management on the one
hand and corporate supervision on the other is a key element
of corporate governance for German stock corporations.
Duties and areas of responsibility are clearly divided between
the Management Board and the supervisory Board. The
standards actively practised within MeTRo GRoUp augment
this fundamental structure specified by the German stock
Corporation act.
The Management Board
The Management Board of MeTRo aG has five members:
→ olaf Koch (Chairman of the Management Board)
→ Mark Frese (CFo)
→ Heiko Hutmacher (CHRo)
→ Frans W. H. Muller
→ Joël saveuse
as of 27 February 2012
Information on each member of the Management Board
is provided in the Management Board chapter in
MeTRo GRoUp’s annual report for 2011 as well as on the
Internet at www.metrogroup.de in the section Company –
The Boards – Management Board.
The Management Board is responsible for running MeTRo aG
and the Group. The management duties of the Management
Board of MeTRo aG include, in particular, the development
and implementation of the Group’s strategic positioning in
coordination with the supervisory Board. In addition, the Management
Board of MeTRo aG ensures the availability of
investment funds and decides on their allocation within the
Group. MeTRo aG also handles the Group-wide task of
attracting and supporting highly qualified managers.
MeTRo aG’s other tasks include the provision of the organisational
structures and control and monitoring systems needed
to ensure effective business management. all MeTRo GRoUp
sales divisions are represented on the Management Board to
1 Commonwealth of Independent states
2 Middle east and north africa
→ p. 081
ensure that key Group functions are effectively orientated
towards necessary operational requirements. Frans W. H.
Muller is Ceo of the Metro Cash & Carry sales division (business
units asia/CIs 1 /new Markets as well as europe/Mena 2 ).
Joël saveuse is Ceo of the Real Group. olaf Koch is responsible
for the sales divisions Media-saturn and Galeria Kaufhof
as well as the real estate business.
Fundamental regulations governing the working relationship
within the Management Board are specified in the bylaws
the Management Board has adopted with the consent
of the supervisory Board. The members of the Management
Board assume joint responsibility for the Group’s overall
management. They work as a team and regularly inform
each other of important measures and developments in
their respective business segments. Irrespective of the
Management Board’s collective responsibility, the individual
members of the Management Board are personally
responsible for managing their respective business segments.
Matters requiring a Board resolution are specified in the
by-laws of the Management Board. These include, for
example, all fundamental issues related to organisational
matters, business policy and investment and financial
planning of MeTRo GRoUp. The Chairman of the Management
Board is responsible for the coordination of all business
segments and the Board’s representation towards shareholders
and the public. In addition, he is the first point of
contact for the supervisory Board Chairman.
In accordance with the by-laws of the Management Board,
resolutions of the Management Board are generally made in
meetings that are required to take place at least every two
weeks. The by-laws of the Management Board include specifications
outlining the convention and agenda of these meetings
as well as the required majorities for Management
Board resolutions.