Matth. Hohner AG

Due to the debt crisis and its impacts on the consumer
behavior, the exchange rate fluctuations as well as the
pressure regarding price increases and inflation in the
procurement markets, prospects for the future are
difficult and subject to many uncertainties. Delays in
delivery for semi-finished products and merchandise
are challenges which the company encounters by
optimization and diversification of the purchase
activities and a further increased flexibility of the own
production facilities. High priority is on securing the
financial flexibility and strengthening the capital side
in order to maintain the viability and resilience of the
company. Investments in research and development
for new products and the optimization of our
production technology are tasks which are significant
for the further strengthening of the company’s future.
Based on the positive development in the segments
wind and stringed instruments as well as the
stabilization in the segment percussion instruments,
the Management Board is confident to be able to
reach a positive result in the business year 2011/2012.
To the best of our knowledge, and in accordance
with the applicable reporting principles for annual
reporting, the financial statements and consolidated
financial statements give a true and fair view of the
assets, liabilities, financial position and profit or loss
of the company and the group. The management
report resp. the group management report includes
a fair review of the development and performance of
the business and the position of the group, together
with a description of the principal opportunities and
risks associated with the expected development of
the group.
Dr. Horst Bräuning resigned on 30.06.2010. Mr.
Philippe Wuibout resigned on 16.11.2010. The company
thanks both for their commitment and their
contribution to the success of the HOHnER Group and
wishes them all the best for their future. Mr. Manfred
Stöhr was appointed to the Management Board of
Matth. Hohner AG as of 15 October 2010.
The Management Board thanks you, our shareholders
and business partners, for the solidarity with the
company. We expressively also thank all employees
for their performance and we are looking forward to
a further successful cooperation.
With best regards
Management Board of Matth. Hohner AG
Stefan Althoff Manfred Stöhr
Report of Supervisory Board
Dear shareholders,
In the expired fiscal year 2010/2011, the Supervisory
Board of Matth. Hohner AG performed the duties
assigned to it by law, the German Corporate
Governance Code and the Articles of Association of
Matth. Hohner AG. The activities of the Management
Board had been regularly supervised and consultatively
accompanied on the basis of written and oral reports
in the sense of Art. 90 Sec. 1 and 2 German Stock
Corporation Act. In addition the Supervisory Board
and its members informed themselves about the
company and the served markets.
The composition of the Supervisory Board did not
change during the business year 2010/2011. In
the Management Board two members left, one
new member was hired, which led to the following
changes: Dr. Horst Braeuning has been member of the
Management Board until June 30, 2010, Mr. Philippe
Wuibout until november 16, 2010. Mr. Manfred
Stoehr is member of the Management Board since
October 15, 2010. Due to the new composition of the
Management Board the supervisory and consultative
tasks of the Supervisory Board were intensified based
on the needs observed.
In the business year 2010/2011 the Supervisory Board
examined and discussed in two regular meetings
per half-year all important business transactions and
decided on submissions requiring approval. Apart
from meetings, resolutions of the Supervisory Board
were taken in accordance with the Rules of Procedure
by circular letter – as far as it had proved appropriate
and necessary – and in some cases prepared by
conference calls.
In order to improve the efficiency of its work, the
Supervisory Board has formed in accordance with the
Corporate Governance Code three committees: the
Executive Committee, the Audit Committee and the
Corporate Governance and nomination Committee.
During the period of this report the Executive Committee
held six meetings, the Audit Committee four
meetings and the Corporate Governance and
nomination Committee three meetings. There were
no changes with regard to the chair of the committees
during the period of this report. The Supervisory
Board has been informed regularly about the work of
the committees.
The whole Supervisory Board as well as the Executive
and Audit Committee dealt intensively with the
economic situation of the company and the group,
as well as with questions of the enterprise’s strategy.
Important basis of decision making in this context
were the reports of the Management Board about
the situation of the company, especially about the
development of the business and financial situation and
about basic questions of the company’s development.
The distinctly different know-how of every single
member of the Supervisory Board contributed to a
complete set of information which is important for an
adequate formation of opinion and decision making.
Important sources of perception were - besides the
written monthly reports of the Management Board –
reports on the company’s situation by the Chairman
of the Supervisory Board or by some of its members
who accompanied the work of the Management
Board also through informal discussions beyond
regular meetings as well as through needs-based visits
at the company’s subsidiaries and discussions with the
respective Managing Directors. The Rules of Procedure
of Management Board and Supervisory Board were
updated to an actual status quo in accordance with
good Corporate Governance.
6 lETTER TO SHAREHOlDERS
REPORT OF SUPERVISORY BOARD
7