CA Immo Annual Report 2008 (.pdf)

CoRpoRAte GoVeRnAnCe
28
Bank Austria: Reinhard Madlencnik heads the real
estate division at Bank Austria, and Regina prehofer was
a member of the Bank Austria executive Board until
mid-2008. Bank Austria holds four registered shares in
CA Immo which entitle the bank to nominate one Supervisory
Board member for each share; this right has
not been exercised. CA Immo processes the bulk of its
payment transactions and of its credit financing through
Bank Austria/uniCredit Group. the Group also arranges
€ 172.9 K of financial investment and 32.6 % of its onbalance
sheet financial liabilities through Bank Austria/
uniCredit Group. In addition, an agreement is in place
to govern the sale of CA Immo shares. In 2008, CA Immobilien
Anlagen AG’s net interest payments (including
interest income, expenditures respectively income
from Swaps and loan processing fees) to Bank Austria/
uniCredit Group stood at € 1,205.0 K (€ 342.6 K in 2007)
and € 6,264.5 K (€ 5,210.9 K in 2007) in CA Immo’s
subsidiaries. Marketing and distribution fees (rebate)
amounted to € 614.8 K (€ 3,816 K in 2007). no issue expenses
were incurred (€ 18,840 K in 2007).
Directors’ dealings
Members of the Management and Supervisory Boards
and others performing management tasks at CA Immo
are obliged to disclose all personal acquisitions and
sales of shares in CA Immo and CA Immo International.
the ruling also applies to anyone with a close relationship
to such managerial personnel. purchases and sales
of personal shares by Board members are reported at
www.caimmoag.com on an ongoing basis; an overview
of share ownership is provided on page 31.
Auditing company fees
Auditing of accounts has been carried out by KpMG
Wirtschaftsprüfungs- und Steuerberatungs GmbH since
business year 2003. the auditor performed internal rotation
of staff in 2007. CA Immo’s annual and consolidated
financial statements were once again audited by KpMG
Wirtschaftsprüfungs- und Steuerberatungs GmbH in 2007.
In the case of foreign subsidiaries, local KpMG accountants
are generally charged with reviewing and auditing
the semi-annual and annual financial statements and with
overseeing the conversion to IFRS. the independence of
the auditing company is overseen by the audit committee,
which also verifies the performance of ‘peer reviews’. the
management letter from the auditing company along with
a report on the effectiveness of risk management within
the Group were brought to the attention of the Supervisory
Board chairman and discussed by the audit committee
and the full Supervisory Board. A total of € 455.9 K
(€ 456.2 K in 2007) was charged for auditing the Group
and associated services. project-related consultancy services
amounted to € 81.8 K in the reporting period (€ 40 K
in 2007). no consulting services which could compromise
independence (particularly legal/tax consultancy
services) were rendered.
Risk management
CA Immo regards its risk management system as an
integral element of any business process. During the year
under review, the company reviewed and updated its
risk profile according to the current business situation
and the wider economic environment. the Management
and Supervisory Boards discussed the results of the risk
evaluation in great detail. Greater understanding of the
risk situation enhances the basis on which opportunitybased
and risk-oriented decisions are made whilst meeting
the requirements of the Company law Amendment
Act 2008 as regards effective risk management systems.
Risk awareness is being integrated into existing business
procedures with a view to establishing a stable and
sustainable risk management process. early identification
of risks is ensured thanks to the introduction of
the dual verification principle, monthly reporting and
other means. CA Immo still does not require the ‘internal
auditing’ function on account of its clear corporate
structure (C Rule 18). Internal control and monitoring
functions are part of the Group controlling area, and
the results of these measures are regularly reported to
the Management and Supervisory Boards. Auditing of
specific areas is intermittently performed by an external
auditor as part of an audit procedure. If the company
continues to expand, a separate internal auditing unit
will be established.