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ePaper created 2012-04-27, 18:43:33 | version 1.23.1
At the third meeting on 22 September 2011, the Executive Board re- ported on progress in the acquisition of a 50% stake in the Allee-Cen- ter Magdeburg, after we had unanimously approved this investment in writing by means of a circular resolution in July 2011. The Ex- ecutive Board also reported on various other investment possibilities that were being examined. An extensive discussion also ensued on the effects on our company of the latest court decision on the expanded trade tax deduction, after the Executive Board drew our attention to an associated ruling, and possible courses of action open to Deutsche EuroShop AG. We also determined the desired future composition of our company’s Supervisory Committee with regard to its powers and gender balance and set out how this would be achieved. The last meeting, on 17 November 2011, was held in the Main-Tau- nus-Zentrum on the same day as the official opening of the extension there, which enabled us to see for ourselves that it was fully let. The Executive Board also reported on the further acquisition possibili- ties and the conclusion of important refinancing agreements for our portfolio properties, including the Altmarkt-Galerie in Dresden. The Executive Board also discussed the status of investigations into the possibility of a restructuring for trade tax purposes. With this in mind, the Executive Board was keen to acquire sole ownership of further property companies and was currently seeking to achieve this shortly at three companies. We also held extensive discussions on the Compa- ny’s projections and medium-term performance planning as presented by the Executive Board, and on the Company’s and Group’s internal control system based on the documentation presented. Committees The Supervisory Board has established three committees: the Execu- tive Committee of the Supervisory Board, the Audit Committee and the Capital Market Committee. Each of these is made up of three members. The Executive Committee of the Supervisory Board func- tions simultaneously as a nomination committee. Given the size of the Company and the number of Supervisory Board members, we consider the number of committees and members to be appropriate. During the reporting period, the Executive Committee of the Super- visory Board and the Audit Committee met on 14 April 2011. The Audit Committee also discussed the quarterly financial reports with the Executive Board in conference calls on 10 May, 9 August and 4 November 2011. Corporate governance In November 2011, together with the Executive Board, we issued an updated declaration of conformity in relation to the recommenda- tions of the government commission pursuant to section 161 of the Aktiengesetz (German Public Companies Act – AktG) and made this permanently available on the Deutsche EuroShop AG website. A sepa- rate report on the implementation of the German Corporate Gover- nance Code is included in this Annual Report. The members of the Supervisory Board and the Executive Board declared in writing at the beginning of 2012 that no conflicts of interest had arisen. Financial statements of Deutsche EuroShop AG and the Group for the period ending 31 December 2011 At the Audit Committee meeting on 18 April 2012 and the Supervi- sory Board meeting on 26 April 2012, the Audit Committee and the Supervisory Board examined in detail the annual financial statements of Deutsche EuroShop AG in accordance with German commercial law, and the consolidated financial statements in accordance with In- ternational Financial Reporting Standards (IFRS), each as at 31 De- cember 2011, as well as the management report and group manage- ment report for financial year 2011. The documents relating to the financial statements, the auditor’s re- ports and the Executive Board’s proposal for the appropriation of the unappropriated surplus were presented to us in good time. The audi- tor appointed by the Annual General Meeting on 16 June 2011 – BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg – had already audited the financial statements and issued an unqualified audit opinion in each case. The auditor also confirmed that the accounting policies, measurement methods and methods of consolidation in the consolidated financial statements complied with the relevant account- ing provisions. In addition, the auditor determined in the course of its assessment of the risk management system that the Executive Board had undertaken all required measures pursuant to section 91 (2) AktG to promptly identify risks that could jeopardise the continued exis- tence of the Company. The auditor’s representatives took part in the discussion of the annual financial statements and the consolidated financial statements on the occasions of the Audit Committee meeting on 18 April 2012 and the Supervisory Board meeting on 26 April 2012 and explained the main findings. Following its own examination of the annual financial statements of Deutsche EuroShop AG, the consolidated financial statements and the corresponding management reports, the Supervisory Board did not raise any objections, agreed with the findings of the auditor’s ex- amination and approved the annual financial statements of Deutsche EuroShop AG and the consolidated financial statements. The annual financial statements have thus been adopted. The Supervisory Board endorses the Executive Board’s proposal for the appropriation of the un- appropriated surplus and distribution of a dividend of €1.10 per share. The Company’s success in financial year 2011 was the result of its con- servative strategy and the dedication shown by the Executive Board and our employees, for which the Supervisory Board would like to express its particular gratitude. Hamburg, 26 April 2012 Manfred Zaß, Chairman DES Annual Report 2011 73