Hard work by the committees

The Executive Committee met six times during the year under review. The agenda focused primarily on business-related questions and Board of Management matters, such as the appointment of Board of Management members and the remuneration for the Board of Management.

The Personnel Committee met four times, examining in detail the proportion of women in executive positions in the Group. Similarly, the Group’s voluntary commitment announced in October 2011 was addressed at length as were the measures planned and implemented to promote women to executive positions. Another topic was the annual employee opinion survey.

The Finance and Audit Committee met seven times. Hero Brahms, the committee’s chairman, is a financial expert as defined by section 100 (5) and section 107 (4) of the Aktiengesetz (AktG – German Stock Corporation Act). At its February meeting, the committee examined the annual and consolidated financial statements for 2010. The auditors attended this meeting. Following the Annual General Meeting (AGM), the Finance and Audit Committee hired the auditors to perform an audit of the 2011 annual and consolidated financial statements and the focal points of the audit were also determined. The auditors were likewise charged with reviewing the quarterly financial reports and the interim financial report for the first half of the year. The quarterly financial reports and the interim financial report for the first half of the year were discussed by the committee together with the Board of Management and the auditors.

With regard to the acquisition and disposal of companies, the committee meeting of 28 February 2011 discussed the sale of the US subsidiary Exel Transportation Services (ETS) and was informed about the acquisition of Eurodifarm srl. and AdCloud GmbH. Owing to his supervisory board mandate at Live Holding AG, which has an indirect holding in AdCloud, Hero Brahms did not participate in the discussion and resolutions concerning AdCloud. At the June meeting, the acquisition of Tag EquityCo Limited was again discussed.

The committee dealt at regular intervals with the Group’s business development and the internal control and risk management system. Discussions related above all to risk management across the Group together with the main risk factors for the Group. The committee discussed compliance organisation and compliance management, as well as the findings of the reviews carried out by Internal Audit. It also approved the 2012 Audit Plan. The appropriateness of the Group’s accounting system was discussed by the committee together with the auditor.

The Nomination Committee met once in 2011 and recommended to the Supervisory Board and the AGM the re-election of Hero Brahms, Werner Gatzer and Elmar Toime and proposed the appointment of Prof. Dr-Ing. Katja Windt and Thomas Kunz owing to the departure of Willem G. van Agtmael and Harry Roels.

The chairs of the committees reported on the committees’ deliberations in the subsequent plenary meetings.

In 2011, there were no meetings of the Mediation Committee formed pursuant to section 27 (3) of the Mitbestimmungsgesetz (MitbestG – German Co-determination Act).