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METRO gROUP : ANNUAL REPORT 2011 : BUsiNEss
→ Corporate governanCe report
MeTRo aG’s by-laws also call for the Chairman of the supervisory
Board to chair the personnel Committee. Members of
the personnel Committee include Franz M. Haniel (Chairman),
Werner Klockhaus (vice Chairman), Dr Wulf H. Bernotat and
peter stieger.
Accounting and Audit Committee
The accounting and audit Committee supports the supervisory
Board particularly in matters pertaining to accounting
and financial reporting, dependency controlling, auditing,
compliance and risk management. In lieu of the supervisory
Board, the committee handles the following key duties:
→ addressing accounting issues and monitoring the
accounting process;
→ discussing the quarterly and half-year financial reports;
→ monitoring the audit, in particular scrutinising the impartiality
required of the auditor and the supplemental services
provided by the auditor as well as determining the
audit’s focus;
→ handling issues related to Group tax planning;
→ handling issues related to dependency controlling with
regard to MeTRo aG.
In addition, the accounting and audit Committee prepares
supervisory Board meetings and presents draft resolutions.
The preparatory tasks of the accounting and audit Committee
include, in particular:
→ monitoring the effectiveness of the risk management
system, internal auditing, internal control systems and
anti-fraud measures;
→ handling issues related to compliance and supervision of
the compliance system within MeTRo GRoUp;
→ auditing the annual and consolidated financial statements
including the respective management reports;
→ inspection of the dependency report;
→ the supervisory Board’s nomination of an auditor at the
annual General Meeting as well as commissioning the
audit assignment to the auditors and preparation of the
fee agreement;
→ medium-term planning of the annual budget of
MeTRo GRoUp;
→ compliance monitoring and submission of the declaration
of compliance in accordance with § 161 of the German
stock Corporation act.
→ p. 084
The Chairman of the accounting and audit Committee is
elected by its members. The personal requirements for
this office are laid down in the committee’s by-laws. as stipulated
in the objectives for the composition of the supervisory
Board, the committee Chairman must be impartial and possess
professional knowledge in the areas of accounting and
auditing as well as internal control measures (financial
expert). In addition, the Chairman must be a shareholder representative.
The position of Chairman or vice Chairman of the
accounting and audit Committee should not be assigned to a
former member of the Management Board whose appointment
was terminated less than two years previously. In the
interest of good corporate governance, the Chairman of the
supervisory Board should also not serve as Chairman or vice
Chairman of the accounting and audit Committee at the same
time. Based on these requirements, the accounting and audit
Committee elected Dr jur. Hans-Jürgen schinzler as Chairman
of the committee in the financial year 2007. The requirements
of §§ 107 section 4, 100 section 5 of the German stock
Corporation act are thereby fulfilled.
The other members of the accounting and audit Committee
should possess sufficient professional knowledge and experience
in accounting and auditing as well as internal control
processes. Ideally, one member should, in addition, possess
specialist knowledge in the area of corporate governance
and compliance.
Members of the accounting and audit Committee include,
aside from Dr jur. Hans-Jürgen schinzler (Chairman), Werner
Klockhaus (vice Chairman), prof. Dr Dr h. c. mult. erich
Greipl, Franz M. Haniel, Xaver schiller and peter stieger.
Nominations Committee
The shareholder representatives of the supervisory Board of
MeTRo aG are elected at the annual General Meeting. The
supervisory Board submits its proposals for election with the
support of the nominations Committee. The committee looks
for suitable candidates and makes recommendations to the
supervisory Board. In the process, the committee considers
legal stipulations, the recommendations of the German Corporate
Governance Code and the supervisory Board’s own
objectives regarding its composition. When making its suggestions,
the nominations Committee also ensures that a
qualified appointment to the committees is possible.