pdf (18.3 MB) - METRO Group
pdf (18.3 MB) - METRO Group
pdf (18.3 MB) - METRO Group
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Metro <strong>Group</strong> : annual report 2010 : BuSineSS<br />
→ RePoRt oF tHe sUPeRVisoRY BoaRd<br />
management report for 2009, the management Board’s proposal for the appropriation of the balance<br />
sheet profit at the annual General meeting 2010 as well as the management Board’s report about relations<br />
with associated companies in 2009. the auditors attended this meeting and gave a report about<br />
the key findings of their review. management Board remuneration was a second scheduled focal point<br />
of the meeting. the supervisory Board reviewed the remuneration system for the management Board<br />
and took a decision about remuneration for 2009 that was based on key performance metrics. at the<br />
same time, management Board remuneration for 2009 was subjected to an appropriateness review –<br />
which reached a positive conclusion. other issues taken up during the meeting were the latest business<br />
developments, a change in the organisational structure of the management Board in connection<br />
with structural measures and preparations for the annual General meeting 2010, including the report<br />
of the supervisory Board and the corporate governance report. subject to the election of the auditors<br />
by the annual General meeting 2010, the audit assignments for the annual and consolidated financial<br />
statements for 2010 and for the abbreviated half-year financial statements and interim management<br />
report for 2010 were also adopted. during the supervisory Board’s audit meeting, a decision was also<br />
taken about contractual matters involving the management Board, particularly the conclusion of an<br />
agreement to terminate the employment contract of mr Zygmunt mierdorf. the management Board<br />
also reported about the distribution of donations in the financial year 2009.<br />
May 2010 – at a meeting immediately prior to the start of the annual General meeting, the management<br />
Board reported about current business developments. the supervisory Board took decisions<br />
about personnel matters pertaining to the management Board, particularly the continued appointment<br />
of mr Joël saveuse to the management Board as well as his employment contract. as the<br />
employment contract of mr saveuse does not contain an agreement on a so-called severance-payment<br />
cap, the supervisory Board also approved an updated declaration of compliance pursuant to<br />
§ 161 of the German stock Corporation act. to address instances in which a legal challenge is filed<br />
against resolutions of the annual General meeting 2010, the supervisory Board also took a precautionary<br />
decision concerning a delegation of authority to a solicitor firm. subject to his election to the<br />
supervisory Board by the annual General meeting 2010, Prof. dr Jürgen Kluge was chosen as the<br />
new Chairman of the supervisory Board of metRo aG.<br />
June 2010 – in a written procedure, the supervisory Board approved an increase in the investment<br />
budget for 2010.<br />
July 2010 – a key issue addressed during the meeting, which was held in istanbul, was consultations<br />
with the management Board about the status quo and strategy of metRo GRoUP in turkey. the<br />
supervisory Board also discussed personnel matters involving the management Board and took the<br />
decision to amicably conclude the appointment of mr thomas Unger as a member of the management<br />
Board and as the Board’s Vice Chairman. in this connection, a decision was also taken concerning<br />
the conclusion of an agreement to terminate the employment contract with mr Unger and a change<br />
in the organisational structure of the management Board. other resolution issues concerned the<br />
determination of a target value for performance-based remuneration of the member of the management<br />
Board Joël saveuse, the sale of an italian real estate portfolio, the construction of a shopping<br />
centre in moscow and the authorisation of the Personnel Committee to hire an expert in remuneration<br />
issues. the management Board informed the supervisory Board about the latest business<br />
developments, risk management, <strong>Group</strong>-wide activities in the area of compliance and new recommendations<br />
of the German Corporate Governance Code in its version of 26 may 2010.<br />
→ p. 054