Annual Report 2009/10 Excellence in Retailing - Douglas Holding

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6 DOUGLAS HOLDING AG Mission Statement Letter to the Shareholders Executive Board Corporate Governance Report of the Supervisory Board DOUGLAS Share Impressions Human Resources Corporate Governance on the Internet: www.douglas-holding.com Principles of Corporate Governance Declaration of Compliance pursuant to Section 161 of the German Stock Corporation Law (AktG) Principles governing Executive Board remuneration year. This ensures greater attention from investors and better visibility with shareholders and the media than might be expected from publication at the end of December (No. 7.1.2. sent. 4, DCGK Code). Next year, DOUGLAS HOLDING AG will release a Trading Statement a few days after the close of the financial year, as it has done in the past. 3. In line with the statutory provisions, DOUGLAS HOLDING AG discloses the shares in DOUGLAS HOLDING AG held by the members of the Executive and Supervisory Boards to the extent that the shareholding exceeds or falls short of the relevant reporting limits prescribed by Section 21 of the German Securities Trading Act (WpHG). It also publishes details of all transactions of DOUGLAS HOLDING shares that involve the above individuals. To protect their privacy, no further details of the Executive and Supervisory Board members’ shareholdings are disclosed (No. 6.6. para. 2, DCGK Code). In conformity with the current version of the German Corporate Governance Code as of May 26, 2010, the Executive and Supervisory Boards of DOUGLAS HOLDING AG have issued a declaration of compliance pursuant to Section 161 of the German Stock Corporation Law (AktG). This is published under www.douglas-holding.com/en/cg. Executive Board remuneration The remuneration system for Executive Board members is resolved by the entire Supervisory Board. The remuneration amount of DOUGLAS HOLDING AG Executive Board members is proposed by the Supervisory Board’s Executive Committee and determined by the entire Supervisory Board. In the 2009/10 fiscal year, a total of 2,821.2 thousand EUR was paid to the members of the Executive Board for their work rendered on behalf of DOUGLAS HOLDING AG and its subsidiaries. Of this amount, 1,326.1 thousand EUR comprised of non-performance related and 1,495.1 thousand EUR performance-related income. The variable components for compensation to all Executive Board members (except for the Chief Human Resources Officer) are based on the result from ordinary business activities of the DOUGLAS Group less a 10 percent virtual accrual of the Group’s equity. The variable
167 168 component of the Chief Human Resources Officer’s remuneration depends 50 percent on the result from ordinary business activities and 50 percent on individually agreed target arrangements. The remuneration structure is in line with a sustainable business development. Variable remuneration is not based on the result of a respective fiscal year, but is weighted for an average of the results recorded for the past three fiscal years. The variable remuneration is also limited, because it cannot exceed a clearly defined percentage in base salary. With respect to the other Division heads, the variable components are based on the net results of the respective division in a comparative form. There are no stock option programs for Executive Board members. A D&O insurance policy with an appropriate self-deductible portion was entered into for the Executive and Supervisory Boards for the first time in fiscal year 2007/08. The self-deductible portion has corresponded to the statutory requirements in effect since July 1, 2010. Further details regarding the remuneration paid to the Executive Board members – including pensions and pension provisions – are published under www.douglas-holding.com/en/cg; a breakdown by member is shown in the Notes accompanying the consolidated financial statements on page 167 of this Annual Report. Supervisory Board remuneration The remuneration of the Supervisory Board is determined by the Annual Shareholders’ Meeting and governed by Section 14 of the statutes of DOUGLAS HOLDING AG. Such remuneration contains a fixed as well as a variable, performance-oriented component that is keyed to the earnings per share. The time spent chairing and attending committee meetings is accorded due consideration. The members of the DOUGLAS HOLDING AG Supervisory Board were paid a total of 811.2 thousand EUR during the 2009/10 fiscal year. Of this sum, 608.2 thousand EUR comprised fixed components and 203.0 thousand EUR variable components. A breakdown by member is shown in the Notes accompanying the consolidated financial statements on page 168 of this Annual Report. No conflict of interest DOUGLAS HOLDING AG No conflicts of interest subject to the Supervisory Board’s immediate notification were reported by the members of the Executive and Supervisory Boards. In the estimation of the DOUGLAS HOLDING AG Supervisory Board, the number of independent members in its ranks is sufficient. The efficiency examination – performed at intervals – confirmed that the Supervisory Board is efficiently organized and the collaboration between the Executive and Supervisory Boards functions quite well. Directors’ Dealings During the 2009/10 fiscal year, the members of the Executive and Supervisory Boards as well as the senior management of the DOUGLAS Group complied with the applicable reporting requirements of the German Securities Trading Act in respect to trading involving DOUGLAS shares. This also applies to the trading of derivatives. Security trading information can be found in the Notes accompanying the consolidated financial statements on page 168 of this Annual Report. Independence of Auditors Mission Statement Letter to the Shareholders Executive Board Corporate Governance Report of the Supervisory Board DOUGLAS Share Impressions Human Resources Prior to commencing the audit of the consolidated financial report for the fiscal year 2009/10, the Supervisory Board obtained confirmation from the auditors, Susat & Partner, to the effect that there were no business, financial, personal or other ties between the auditors, members of their executive bodies or the audit directors on the one hand and the company and the members of its executive bodies on the other which might constitute grounds to doubt the auditors’ independence. It was further confirmed that no consulting services of significance were rendered by Susat & Partner during the year under review or agreed for the fiscal year 2010/11. 7 168
Page 1 and 2: Annual Report 2009/10 Excellence in
Page 3 and 4: U3 DOUGLAS HOLDING AG 1 DOUGLAS HOL
Page 5 and 6: MISSION STATEMENT DOUGLAS HOLDING A
Page 7 and 8: to within the foreseeable future. A
Page 9: CORPORATE GOVERNANCE DOUGLAS HOLDIN
Page 13 and 14: Dr. Dr. h.c. Jörn Kreke, Chairman
Page 15 and 16: Fig. 3 Fig. 2 · Maximum and minimu
Page 17 and 18: from Executive Board speeches as we
Page 19 and 20: IMPRESSIONS October 2009 With Dougl
Page 21 and 22: June 2010 Hussel pilots a “new wo
Page 23 and 24: DOUGLAS HOLDING AG 19 Mission State
Page 25 and 26: Valued for their reading tips: Mari
Page 27 and 28: seminar at the Zeppelin University
Page 29 and 30: DOUGLAS HOLDING AG Mission Statemen
Page 31 and 32: MANAGEMENT REPORT CONTENTS Manageme
Page 33 and 34: KEY RESULTS IN THE 2009/10 FISCAL Y
Page 35 and 36: All five retailing divisions combin
Page 37 and 38: Fig. 1 · Targets and results Targe
Page 39 and 40: ahead at the positive economic outl
Page 41 and 42: In the fiscal year, Douglas opened
Page 43 and 44: The operating earnings in the Books
Page 45 and 46: Fig. 6 · Development of capital ex
Page 47 and 48: lining, which had a liquidity effec
Page 49 and 50: DOUGLAS HOLDING AG The DOUGLAS HOLD
Page 51 and 52: INTERNAL CONTROL SYSTEM AND KEY SUC
Page 53 and 54: DVA calculation Based on the premis
Page 55 and 56: Fig. 14 · Employees by division Ch
Page 57 and 58: development of highly qualified emp
Page 59 and 60: Corporate responsibility is also an
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“La Margerita” in organic quali
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Information technology opportunitie
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The data transferred is then automa
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The existing risks both as individu
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in most industrial countries, the s
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cialty retail stores forms a solid
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By relaunching its online presentat
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DIVISIONS CONTENTS 72 Perfumeries 8
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THE WORLD OF BEAUTY First, the good
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Nowy Sa˛ cz, Poland, October 2009
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Natalia Wörner and Michael Michals
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showpiece: “Hilfiger Woman” - a
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Stress-free shopping: Douglas - her
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Established the first-ever Douglas
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Austria’s first multi-channel boo
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Divisions Thalia · Books 87 Tradit
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Thalia in Figures employees, who su
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Capturing the imaginations of Dortm
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Pear shape Round brilliant shape Pr
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Nadia Iram Christ, Frankfurt (Zeil)
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Christ: more than ever before. Empl
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FASHIONS, TOP BRANDS, MULTI-CHANNEL
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Whether her style is casual or clas
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merchandising program, enabling App
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During the 2009/10 financial year H
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Impeccably showcased products: the
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Hussel in Figures Aschaffenburg is
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FINANCIAL STATEMENTS CONTENTS 112 F
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CONSOLIDATED INCOME STATEMENT for t
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STATEMENT OF CHANGES IN GROUP EQUIT
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Financial statements Facts & figure
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NOTES TO THE CONSOLIDATED FINANCIAL
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IAS 23 “Borrowing Costs” In Mar
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public sector have been expanded. T
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Group of Consolidated Companies Ger
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At-equity consolidation 09/30/2010
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5. Accounting and valuation princip
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Financial assets denominated in a f
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issued for speculative purposes. De
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NOTES TO THE INCOME STATEMENT 6. Sa
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11. Investment result In the previo
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15. Income taxes Income taxes 2009/
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Intangible assets - Fiscal year 200
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Property, plant and equipment - Fis
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Finance leases As of the balance sh
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Carrying amounts of goodwill and in
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accounts. The write-downs on trade
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23. Assets and liabilities held for
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of the fiscal year, which are then
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essary information, this plan is qu
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Statement of changes in current pro
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Cash and cash equivalents are compr
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31. Fair Values of financial instru
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All financial liabilities existing
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Financial liabilities In the 2006/0
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There were no receivables from rela
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Expenses for auditor’s fees In ac
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Significant shareholdings No. Name
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Prof. Dr. Mark Wössner Entrepreneu
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FURTHER INFORMATION CONTENTS 176 Ov
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Overview of the past several years
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Fair Value Amount at which an asset
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www.douglas.de www.thalia.de · www
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