Annual Report 2009/10 Excellence in Retailing - Douglas Holding

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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.
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