Matth. Hohner AG

Important issues of debate in the Supervisory Board
and its committees in the expired business year were,
besides the group planning, the economic situation of
the company and the group in general, especially in its
most important sales markets, the risk management
within the group, especially in the case of existing or
upcoming market shifts, as well as the development of
the individual segments. Further issues of debate were
the actions of voidance against several resolutions
of the shareholder meeting 2010 including their
consequences as well as the future composition of
the Supervisory Board, especially the elections of the
upcoming shareholder meeting 2011. The Supervisory
Board and the Corporate Governance and nomination
Committee dealt intensively with the rules of the
Corporate Governance Code. In order to control the
compliance with the Rules of the German Corporate
Governance Code the Supervisory Board checked the
implementation of the recommendations. Supervisory
Board and Management Board have submitted the
Declaration of Conformity pursuant to Art. 161 Stock
Corporation Act and explained deviations from the
recommendations of the Government Commission in
the „Corporate Governance Report“.
The Management Board has established for the business
year ending on March 31, 2011 the annual financial
statement and consolidated financial statement as
well as the consolidated annual report and a report on
the relations with affiliated companies and submitted
it to the Supervisory Board together with a proposal
for the allocation of profits. The Deloitte & Touche
GmbH Wirtschaftsprüfungsgesellschaft, München,
assigned as auditor, examined according to the legal
regulations the annual financial statement, the annual
report, the consolidated financial statement and the
consolidated annual report of Matth. Hohner AG as
of March 31, 2011, including the accounting, and
granted respectively unqualified audit certificates. The
corresponding audit reports were available to every
single member of the Supervisory Board.
The annual financial statement, the annual report,
the consolidated financial statement and the
consolidated annual report as well as the proposal of
the Management Board for the allocation of profits
and the audit report of the auditors had been an issue
of intensive discussion within the audit committee
as well as within the whole Supervisory Board. The
auditor participated at the accounts review meetings
of the audit committee and the Supervisory Board
and reported about important results of the auditing,
especially with regard to the accounting process and
the related internal control and risk management
system. After its own independent examination,
the Supervisory Board took affirmative notice of the
auditing result of the auditor concerning the annual
financial statement.
The Supervisory Board checked the annual financial
statement and annual report as well as the consolidated
financial statement and the consolidated annual
report without raising any objections. The annual
financial statement 2010/2011 and the consolidated
financial statement 2010/2011, set up by the
Management Board and controlled by the auditor,
had been respectively approved by the Supervisory
Board. The annual financial statement 2010/2011 is
herewith approved.
The report of the Management Board concerning
the relation with affiliated companies (dependency
report) had been submitted to the Supervisory Board
as well. With respect to this report, the auditor gave
the following certification:
“After our mandatory audit and assessment we
certify that
1. the actual information of the report is correct.
2. the payments of the Company for the legal
transactions mentioned in the report were not
inappropriately high.”
The Supervisory Board took affirmative note of the
result of the control of the Management Board’s
report on the relation with affiliated companies by the
auditors. The Supervisory Board examined the report
of the Management Board and did not raise any
objections against the statements of the Management
Board at the end of the report.
The Supervisory Board examined the proposal of the
Management Board regarding the appropriation of
retained earnings. The Supervisory Board judges the
proposal adequate and agrees with the proposal.
The Supervisory Board addresses its thanks to all
domestic and foreign employees of the HOHnERgroup
and to the Management Board for their
dedicated commitment in the expired business year.
Special thanks appertain as well to all shareholders of
Matth. Hohner AG.
Trossingen, October 2011
Supervisory Board of Matth. Hohner AG
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REPORT OF SUPERVISORY BOARD
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