Annual Report 2009/2010 Geschäftsbericht 2009/2010 ... - biolitec AG

188 Report of the Supervisory Board Aufsichtsratsbericht
Report by biolitec‘s Supervisory Board for the business year
2009/2010 pursuant to §171 II German Stock Corporation Act
(AktG)
During the business year 2009/2010 the Supervisory Board fulfilled all its duties conferred by law and
guiding principles and regularly supervised the business operations. It was regularly informed by the
Executive Board about standing and development of the group, general questions of future operations,
especially expansion and acquisition strategies, and other important events in form of written and oral
reports. Furthermore, the Chairman of the Supervisory Board was continuously informed by the CEO
about important developments. The Supervisory Board advised and monitored the Executive Board.
Five regular meetings were performed together with the Executive Board. No committees were formed.
During these meetings all important topics and questions as well as the management reports were assessed.
Besides the analysis of the quarterly income and financial statements as well as cash-flow sheets
important topics were the utilization of the market potential (especially in the field of urology and internal
expansion measures), condition and focus of research projects, operational measures for an increase
of productivity, cost-cutting measures as well as an increase of current assets.
In these reports the Executive Board regularly informed the Supervisory Board about planned business
policies and other general questions, especially regarding the net asset, financial and earnings situation,
risk situation, risk management and risk controlling. Quarterly profit reports, financial statements as well
as individual reports on product groups and regions as well as detailed breakdowns of changes and
divergences.
For purposes of monitoring, early detection and controlling of risks market, liquidity, strategical, operational,
legal, reputation, financial and macroeconomical (cyclical, currency fluctuations) risks and their
potential effects on biolitec were discussed. The lawsuits in the USA were discussed in detail. Existence
endangering risks cannot be identified. Furthermore chances and potentials of income increases were
routinely assessed during the meetings.
In the last meeting of the previous business year and the first in the ongoing business year general
questions of operative planning, in particular the sales, earnings liquidity, financial and staff planning,
were assessed and laid down in target figures.
The Supervisory Board dealt with the German Corporate Governance Code and has issued a yearly disclosure
pursuant to §161 German Stock Corporation Act (AktG) and published the disclosure online.
biolitec AG complies with the Code with few exemptions.
The Supervisory Board is responsible for its performance. Therefore a yearly self-assessment is conducted.
The Supervisory Board requested the auditors’ declaration of independence pursuant to the German
Corporate Governance Code and agreed upon the audit’s main focus. Besides the audit no advisory
activity was done by the auditor for biolitec.
The consolidated annual financial statement for the business year 2009/2010 evaluated by the auditors
selected by the general meeting – MAZARS Hemmelrath GmbH Wirtschaftsprüfungsgesellschaft Düsseldorf
– and approved without qualifications. In its meeting on 29 November 2010 the Supervisory
Board together with the auditor evaluated the annual report and management report, and in its meeting
on 19 January 2011 the group’s consolidated financial statement and management report. The Supervisory
Board assessed all disclosures pursuant to §§289 IV, 315 IV German Commercial Code within
the management and group’s management report as well as the individual CEO reports. All information
and explanations – which are complete in our opinion – were evaluated and agreed upon. The auditor