CA Immo Annual Report 2008 (.pdf)

RepoRt oF tHe SupeRVISoRy BoARD
CoopeRAtIon BetWeen SupeRVISoRy AnD MAnAGeMent BoARDS
BASeD on open DISCuSSIon
06
Gerhard nidetzky
Chairman
DeAR SHAReHolDeRS!
During business year 2008, the Supervisory Board held
eight meetings with the Management Board; all members
thus complied with the statutory minimum attendance
requirements. these meetings took the form of open
discussions on the business activities of the CA Immo
Group in a market environment that has become considerably
more difficult. Regular reporting provides the
Supervisory Board with full and timely updates on all
pertinent issues linked to the economic situation, current
business developments, core processes, staff changes and
investment plans within the CA Immo Group. to evaluate
the altered risk position of CA Immo, a risk management
project was devised, with the results presented
to the Supervisory Board. the strategic alignment of
CA Immo was coordinated with the Supervisory Board,
and progress on strategy implementation was discussed
at regular intervals. the Supervisory Board received
regular reports on economic developments affecting the
CA Immo Group’s target markets and the capital market,
and discussed the associated opportunities and threats
with the Management Board on many occasions. From
the third quarter of 2008 onwards, the Supervisory Board
received numerous special reports on central themes
relating to the company’s financing and the valuation
of properties; these issues were discussed in full and
detailed advice was given. the Supervisory Board
chairman also maintained close contact with the Management
Board, which fully explained any departures
from agreed plans and targets. Decisions and measures
taken by the Management Board were transparent and
raised no objections.
Decision-making by committee
no new appointments to the Management or Supervisory
Boards were made in the past business year. Gerhard
nidetzky and Christian nowotny were confirmed as
the chairman and deputy chairman at the constitutive
meeting held on 29 May 2008. In addition to the audit
committee, CA Immo has established an investment committee,
a remuneration and nomination committee. the
composition of the Supervisory Board and the committees,
and the specific spheres of responsibility, are set out
in detail in the Corporate Governance Report.
the audit committee convened once (on 14 March 2008)
to discuss and examine, with the auditor and the Management
Board, the annual and consolidated financial
statements for 2007 (including management reports),
the Corporate Governance Report and the Management
Board’s proposal on the distribution of profit. A statement
was obtained from the proposed auditor, whose legal
relationship with CA Immo and its senior executives was
scrutinised.the fee for carrying out the audit was negotiated
and a recommendation on the selection of an auditor
was submitted. the internal monitoring system and the
implementation of risk management within the company
were also examined. no objections were raised.
With the exception of agendas reserved for the audit
committee, all matters were addressed by the full Supervisory
Board in 2008. there was no cause to convene the
investment committee, or the remuneration or nomination
committees. A decision to reform the organisational
structure was taken in 2007, and the overhaul of the performance
bonus for Management Board members and senior
executives continued to apply in business year 2008.
the rules of procedure for the Supervisory Board and
Management Board were adapted by resolution on 28 August
2008 in the area of business subject to approval.
Agendas in 2008
the past business year was notable, amongst other
things, for the incorporation of Vivico, the company
acquired at the turn of 2007/2008. In this regard, the Supervisory
Board was constantly involved in the strategic
realignment of the CA Immo Group and the exploitation
of long-term value potential.