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Annual Report 2009/10 Excellence in Retailing - Douglas Holding

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Dr. Dr. h.c. Jörn Kreke, Chairman of the Supervisory Board<br />

Human resource issues<br />

1. In the <strong>2009</strong>/<strong>10</strong> fiscal year, Ms Anke Giesen undertook<br />

her duties as a Member of the Executive Board<br />

on November 1, <strong>2009</strong>, and is responsible for the areas<br />

of Human Resources and Legal.<br />

2. Ms Malene Volkers, Trade Union Secretary, resigned<br />

from her position on the Supervisory Board<br />

as per the end of the <strong>Annual</strong> Shareholders’ Meet<strong>in</strong>g<br />

on March 24, 20<strong>10</strong>. Mr Johann Rösch, Trade Union<br />

Secretary ver.di, was appo<strong>in</strong>ted effective April 28,<br />

20<strong>10</strong> as the new employee representative on the Supervisory<br />

Board.<br />

3. One Supervisory Board member participated <strong>in</strong><br />

less than half of the Supervisory Board meet<strong>in</strong>gs<br />

due to illness.<br />

Auditors<br />

In accordance with a vote at the <strong>Annual</strong> Shareholders’<br />

Meet<strong>in</strong>g, the Supervisory Board appo<strong>in</strong>ted<br />

Susat & Partner oHG Wirtschaftsprüfungsgesellschaft,<br />

Hamburg, <strong>in</strong> August 20<strong>10</strong> to audit the separate<br />

and consolidated annual f<strong>in</strong>ancial statements for the<br />

<strong>2009</strong>/<strong>10</strong> fiscal year. Prior thereto, the extent and focus<br />

of the audit had been def<strong>in</strong>ed by the Audit Committee.<br />

The account<strong>in</strong>g and separate f<strong>in</strong>ancial statements<br />

of DOUGLAS HOLDING AG, the consolidated f<strong>in</strong>ancial<br />

statements for the <strong>2009</strong>/<strong>10</strong> fiscal year as well as<br />

the comb<strong>in</strong>ed management report cover<strong>in</strong>g both the<br />

Group and DOUGLAS HOLDING AG, were audited by<br />

the auditors, concluded that they comply with legal<br />

DOUGLAS HOLDING AG 9<br />

Mission Statement<br />

Letter to the Shareholders<br />

Executive Board<br />

Corporate Governance<br />

<strong>Report</strong> of the Supervisory Board<br />

DOUGLAS Share<br />

Impressions<br />

Human Resources<br />

requirements and the company statutes and issued<br />

an unqualified audit report.<br />

On December 7, 20<strong>10</strong>, the Audit Committee jo<strong>in</strong>ed<br />

the Executive Board to hold full discussions with the<br />

auditors on the audit f<strong>in</strong>d<strong>in</strong>gs, risk management system<br />

and organization matters of the Group’s subsidiaries.<br />

The auditors were party to the discussions on<br />

the agenda items relat<strong>in</strong>g to their work at the Supervisory<br />

Board’s balance sheet meet<strong>in</strong>g on December 8,<br />

20<strong>10</strong>, where they also reported on the pr<strong>in</strong>cipal f<strong>in</strong>d<strong>in</strong>gs<br />

of the audit and answered questions. Copies of<br />

the auditor’s reports were presented to the Supervisory<br />

Board. The Supervisory Board approved the f<strong>in</strong>d<strong>in</strong>gs<br />

of the audit; no objections were raised.<br />

<strong>Annual</strong> f<strong>in</strong>ancial statements of DOUGLAS<br />

HOLDING AG and the Group<br />

In accordance with legal obligations, the Supervisory<br />

Board conducted a review of the separate and<br />

consolidated f<strong>in</strong>ancial statements, the comb<strong>in</strong>ed<br />

management report of the Group and DOUGLAS<br />

HOLDING AG, as well as the proposed appropriation<br />

of profits – all of which had been submitted <strong>in</strong> good<br />

time – and gave its approval <strong>in</strong> writ<strong>in</strong>g. The annual<br />

f<strong>in</strong>ancial statements are therefore deemed adopted<br />

pursuant to Section 172 of the German Stock Corporation<br />

Law (AktG). The release of the consolidated f<strong>in</strong>ancial<br />

statements was approved on January <strong>10</strong>, 2011.<br />

The Supervisory Board approved the proposal for the<br />

appropriation of profits as submitted by the Executive<br />

Board, <strong>in</strong>clud<strong>in</strong>g a dividend payout of 1.<strong>10</strong> EUR<br />

per dividend-bear<strong>in</strong>g share for the <strong>2009</strong>/<strong>10</strong> fiscal year.<br />

The Supervisory Board would like to thank the Executive<br />

Board, the management and all the employees<br />

of the DOUGLAS Group <strong>in</strong> Germany and abroad<br />

for their impressive commitment and successful work<br />

achieved under challeng<strong>in</strong>g economic conditions <strong>in</strong><br />

the <strong>2009</strong>/<strong>10</strong> fiscal year.<br />

Hagen, January 2011<br />

On behalf of the Supervisory Board<br />

Dr. Jörn Kreke<br />

Chairman

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