Annual Report 2009/10 Excellence in Retailing - Douglas Holding

CORPORATE
GOVERNANCE
DOUGLAS HOLDING AG
First established in 2000 and updated several times since, the principles of Corporate Governance in effect
at DOUGLAS HOLDING AG – like the requirements, recommendations and proposals for responsible corporate
governance specified in the German Corporate Governance Code – form a constituent component of the
Group’s corporate culture.
The Corporate Governance principles adopted
by DOUGLAS HOLDING AG help to ensure that the
DOUGLAS Group is managed and controlled in a responsible
manner which is designed to create value.
Corporate Governance generates transparency and
openness, respect for the interests of shareowners,
fairness to customers and employees and efficient
and trusting cooperation between the Executive
and Supervisory Boards, with the goal of producing
a sustained increase in value within the DOUGLAS
Group. Compliance with the applicable versions of
the DOUGLAS Principles of Corporate Governance
and the German Corporate Governance Code is monitored
by a compliance officer specially appointed by
the Supervisory Board.
Implementation of Code Recommendations
The changes made to the German Corporate
Governance Code on May 26, 2010 from the Federal
Commission of the German Corporate Governance
Code have been implemented by DOUGLAS HOLD-
ING AG except for the postal ballot.
In the composition of the Executive Board, the
Supervisory Board already provided in the past for
a proper consideration of female executives early on
with the first time appointment of a female executive
on the Executive Board back in 2000. The same holds
true for the Supervisory Board, in which women have
been represented for decades. In addition, due care is
taken that the members possess the required knowledge,
skills and professional experience needed for the
proper performance of their duties. This also applies
to next year’s election of four representatives from
the shareholder side. The proposed candidates possess
special knowledge, skills and experience in areas
of great importance to the specialty retail business of
DOUGLAS HOLDING AG. This spectrum extends from
Mission Statement
Letter to the Shareholders
Executive Board
Corporate Governance
Report of the Supervisory Board
DOUGLAS Share
Impressions
Human Resources
international marketing expertise to subjects such as
real estate management and capital market experience.
The aim is to assist the Executive Board as best
as possible in its responsibilities and challenges with
know-how, experience and advice. This applies in
particular to issues arising from new developments,
which cannot be drawn on personal experience.
During the 2009/10 fiscal year, the Executive and
Supervisory Boards of DOUGLAS HOLDING AG again
demonstrated full compliance with the recommendations
and proposals of the most recent version of the
German Corporate Governance Code (DCGK) except
for the three items listed below:
1. The DOUGLAS HOLDING AG is refraining from
the option of postal voting at the 2011 Annual
Shareholders’ Meeting (No. 2.3.3. DCGK Code).
Given the high attendance at the Annual Shareholders’
Meeting and the shareholder structure,
the additional costs to be incurred would be disproportionate
to the expected voting turnout by
postal vote. Also, the postal vote does not offer any
perceived added value to the shareholders in the
personal exercise of their rights against the written
proxy offered by the DOUGLAS HOLDING AG
up to the date of the Annual Shareholders’ Meeting.
Instead the DOUGLAS HOLDING AG is investing
in an electronic voting system that facilitates
the casting of votes at the Annual Shareholders’
Meeting and shall provide for a faster determination
of the voting results.
2. Although the DOUGLAS HOLDING AG’s fiscal
year ends on September 30, the publication of its
consolidated financial statements does not take
place prior to the close of that calendar year
(12/31), but rather in January of the following
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