Please activate JavaScript!
Please install Adobe Flash Player, click here for download

DES GB2012 E

3 COMPOSITION AND DIVERSITY The Supervisory Board has formulated specific goals for its com- position and geared itself toward the needs of a listed company with a small staff base which makes long-term investments with high capital requirements. In view of this, the Supervisory Board should primarily be composed of independent members of both genders who have special knowledge and experience of the retail trade, the letting of retail space, the management of shopping centers, the equity and debt financing of listed real estate com- panies, and accounting principles in accordance with German and international regulations. The Supervisory Board continues to believe that professional qualifications and skills should rep- resent the key criteria for members of the Supervisory Board. In keeping with this stance, there is no stipulated age limit, but members should not be much older than 70. To implement these goals, the Supervisory Board was expanded to nine members at the Annual General Meeting on 21 June 2012 with effect on 13 July 2012 (date on which the amendment to the Articles of Association was entered into the commercial register) by means of a resolution to amend the Articles of Association and corresponding Supervisory Board elections. The new members possess the professional qualifications and skills defined in the objective. Ms Karin Dohm was appointed Financial Expert of the Supervisory Board. These objectives are to be pursued further as the mandate periods of several members of the Supervisory Board expire in 2013 and 2014. EXECUTIVE BOARD The Executive Board of Deutsche EuroShop manages the Com- pany in accordance with the provisions of German company law and with its rules of procedure. The Executive Board’s duties, responsibilities and business procedures are laid down in its rules of procedure and in its schedule of responsibilities. The chief management duties of the Executive Board are the deter- mination of the Group’s strategic orientation and management of the Group, planning, and the establishment and implementa- tion of risk management. The Executive Board of Deutsche EuroShop currently comprises two members. Claus-Matthias Böge Born 13 February 1959 First appointment: 2001 Appointment ends: 2015 Claus-Matthias Böge joined Deutsche EuroShop in 2001, as a member of the Executive Board. He assumed his current posi- tion as CEO in 2003. He is also a Managing Director and Director at various different companies in the Deutsche EuroShop Group. Olaf Borkers Born 10 December 1964 First appointment: 2005 Appointment ends: 2016 Olaf Borkers joined Deutsche EuroShop in 2005, as a member of the Executive Board. He is also a Managing Director and Director at various different companies in the Deutsche EuroShop Group. SUPERVISORY BOARD The Supervisory Board supervises and advises the Executive Board in its management activities in accordance with the pro- visions of German company law and its rules of procedure. It appoints members of the Executive Board, and significant busi- ness transacted by the Executive Board is subject to its approval. The Supervisory Board is composed of nine members, who are elected by the Annual General Meeting. The Supervisory Board has established the notification and reporting duties to be met by the Executive Board and has formed an Executive Committee, an Audit Committee and a Capital Market Committee, each comprising three people. The members of the Supervisory Board are: Manfred Zaß, Chairman Dr. Michael Gellen, Deputy Chairman Thomas Armbrust Karin Dohm Dr. Jörn Kreke Reiner Strecker Klaus Striebich Alexander Otto Dr. Bernd Thiemann The members of the Executive Committee are Mr Zaß, Dr Gel- len and Mr Armbrust. The Executive Committee is chaired by the Chairman of the Supervisory Board. The Committee discusses urgent business matters and passes relevant resolutions. It is also responsible for preparing human resources issues con- cerning the Executive Board and for reviewing the Company’s corporate governance principles. The Executive Committee of the Supervisory Board also fulfils the function of a nomination committee. The Audit Committee consists of Ms Dohm as Financial Expert and Chairwoman as well as Mr Zaß and Mr Armbrust. It is responsible for issues relating to financial reporting, auditing and the preparation of the annual and consolidated financial state- ments. Former members of the Company’s Executive Board and the Chairman of the Supervisory Board generally do not chair the Audit Committee, to avoid conflicts of interest. INVESTOR RELATIONS Corporate governance { 115 } DES ANNUAL REPORT 2012