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METRO gROUP : ANNUAL REPORT 2011 : BUsiNEss
→ Corporate governanCe report
The nominations Committee is comprised exclusively of
shareholder representatives. In line with the by-laws of the
supervisory Board, it consists of the supervisory Board
Chairman as well as two impartial shareholder representatives.
With this determination, the supervisory Board of
MeTRo aG underscores its commitment to take advice from a
committee tied to the interests of all shareholders when
determining suitable candidates for supervisory Board
membership.
Members of the nominations Committee include Franz M.
Haniel (Chairman), Dr-Ing. e. h. Bernd pischetsrieder and Dr
jur. Hans-Jürgen schinzler.
Mediation Committee
The German Co-determination act prescribes the establishment
of a Mediation Committee. It submits personnel pro posals
to the supervisory Board when the two-thirds majority
required for appointing and removing members of the Management
Board has not been achieved.
Members of the Mediation Committee include Franz M. Haniel
(Chairman), Werner Klockhaus (vice Chairman), prof. Dr Dr
h. c. mult. erich Greipl and peter stieger.
Information provided to the Supervisory Board by
committees and the Management Board
The respective committee Chairman promptly informs the
supervisory Board of committee deliberations and resolutions.
Usually, an oral report is made at the next supervisory
Board meeting.
The Management Board’s information obligations to the
supervisory Board and its committees are governed by an
information guideline that is part of the Management Board’s
by-laws. Its specifications regarding information and reporting
policies are substantiated by the meeting and subject
schedule of the supervisory Board and its committees. It prescribes
at what time regular and focus topics must be discussed.
The meeting and subject schedule is part of the
supervisory Board’s by-laws.
Efficiency reviews of the Supervisory Board
The supervisory Board of MeTRo aG regularly reviews the
efficiency of its activities. The latest efficiency review was
conducted during the reporting year. The next review is
scheduled for 2013.
Transparent corporate management
→ p. 085
Transparency is an essential element of good corporate governance.
The website www.metrogroup.de serves as an
important information source for MeTRo aG shareholders,
the capital market and the general public. aside from a host
of information on MeTRo GRoUp’s business segments and
sales divisions, the site contains the financial reports and ad
hoc statements of MeTRo aG as well as investor news and
other publications pursuant to the German securities Trading
act. MeTRo GRoUp publishes the dates for the most important
regular publications and events (trading statement,
annual reports as well as quarterly and half-year reports, the
annual business press conference and the annual General
Meeting) in a financial calendar on its website in a timely
manner. In addition, shareholders and the interested reader
can access documentation on the annual business press conference
as well as the presentation of the business results.
The website also offers presentations shown as part of roadshows,
investor conferences and information events for retail
investors. Furthermore, an electronic investor relations
newsletter can be subscribed to.
The general Meeting
MeTRo aG’s annual General Meeting gives its shareholders
the opportunity to use their legal rights, that is, in particular,
to exercise their rights to vote (where these apply) as well as
to address questions to the Company’s Management Board.
To help shareholders exercise their individual rights at the
annual General Meeting, documents and information for each
annual General Meeting are made available ahead of time on
the MeTRo GRoUp website.
The registration and legitimisation procedure for MeTRo aG’s
annual General Meeting is in line with the German stock Corporation
act and international standards. each shareholder
who would like to participate in an annual General Meeting of
MeTRo aG and exercise his or her voting right there must
register and supply proof of the right to participate and exercise
voting rights. Written proof of share ownership in
German or english from the institution maintaining the securities
deposit account satisfies this requirement. Deposit of
shares is not necessary. proof of share ownership corresponds
to the beginning of the 21st day before each annual
General Meeting. like the registration for the annual General
Meeting, it must be submitted to MeTRo aG at the address
specified in the invitation within the timeframe specified by