Annual Report 2009/10 Excellence in Retailing - Douglas Holding

64 Management Report
Key results
Business activities and operating environment
Net assets, financial position and result of operations
DOUGLAS HOLDING AG
Subsequent events
Control system and success factors
Opportunities and risks situation
Statutory disclosures
Forecast and overall assessment
Amendments to the company’s Articles of Incorporation can only be made in accordance
with Sections 133 and 179 AktG and Section 12 of DOUGLAS HOLDING AG’s Articles
of Incorporation.
In accordance with the resolution adopted by the Annual Shareholders’ Meeting on
March 24, 2010, the Executive Board is authorized until September 23, 2011 to acquire nopar
value shares for treasury stock up to ten percent of the current share capital.
According to Section 4 (2) of the Articles of Incorporation, the Executive Board is authorized,
with the approval of the Supervisory Board, to increase the company’s share
capital by up to 25,000,000 EUR in the period up to March 11, 2013 by issuing, on one or
more occasions, new no-par value shares against cash or non-cash contributions (authorized
capital I). According to Section 4 (3) of the Articles of Incorporation, the Executive
Board is also authorized, with the approval of the Supervisory Board, to increase
the company’s share capital by up to 1,246,260 EUR in the period up to March 11, 2013
by issuing, on one or more occasions, new no-par value shares against cash contributions
(authorized capital II).
DOUGLAS HOLDING AG’s revolving credit facility contains a market-conform
“change-of-control” clause that empowers the contractual partners additional rights of
information and rights of termination in the event of a change of the controlling and
majority powers.
No agreements have been entered into with either the members of the Executive
Board or with employees regarding the issuance of compensation in the event of a takeover
bid.
Declaration of Corporate Governance pursuant to Section 289 a HGB
The declaration of corporate governance pursuant to Section 289 a of the German Commercial
Code (HGB) comprises the declaration of compliance in conformity with Section
161 of the German Stock Corporation Law (AktG), disclosures concerning corporate governance
principles and a description of the duties of the Executive and Supervisory Boards.
The declaration is publicized on DOUGLAS HOLDING AG’s homepage under “Investor
Relations/Corporate Governance”.
FORECAST AND THE EXECUTIVE BOARD’S
OVERALL ASSESSMENT OF THE DOUGLAS
GROUP
Expansion of the world economy slows down
According the predictions of the IfW, the economic recovery of the world economy will
proceed into 2011. However, the economic pace, especially in the developed economies,
will slow down. This is impacted by the phasing-out of the economic stimulus programs