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ePaper created 2014-04-29, 17:58:02 | version 1.30.00
Olaf Borkers joined Deutsche EuroShop AG 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 provisions of German company law and the rules of procedure. It appoints members of the Ex- ecutive Board, and significant business transacted by the Executive Board is subject to its approval. The Supervisory Board is com- posed 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 (which simultaneously serves as a nomination commit- tee), an Audit Committee and a Capital Market Committee, each com- prising three people. The members of the Supervisory Board are: Manfred Zaß, Chairman Dr. Michael Gellen, Deputy Chairman Thomas Armbrust Karin Dohm Dr. Jörn Kreke (until 20 June 2013) Dr. Henning Kreke (as of 20 June 2013) Alexander Otto Reiner Strecker Klaus Striebich Dr. Bernd Thiemann The members of the Executive Committee are Mr Zaß, Dr Gellen 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 concerning 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 statements. 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. Composition and diversity The Supervisory Board has formulated specific goals for its composi- tion and geared itself towards the needs of a listed company with a small staff base which makes long-term investments with high capi- tal requirements. In view of this, the Supervisory Board should pri- marily 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 companies, and accounting princi- ples in accordance with German and/or international regulations. The Supervisory Board continues to believe that professional qualifica- tions and skills should represent 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. Thus, Dr Henning Kreke succeeded his father Dr Jörn Kreke in office after his election to the Supervisory Board at the Annual General Meeting on 20 June 2013. The goals regarding the Board’s composi- tion are to be adhered to in 2014 as well. Executive Board The Executive Board of Deutsche EuroShop AG manages the Compa- ny 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 determination of the Group’s strategic orien- tation and management of the Group, planning, and the establishment and implementation of risk management. The Executive Board of Deutsche EuroShop AG currently comprises two members. Claus-Matthias Böge joined Deutsche EuroShop AG in 2001, as a member of the Executive Board. He assumed his current position 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 Claus-Matthias Böge Born 13 February 1959 First appointment: 2001 Appointment ends: 2015 DEUTSCHEEUROSHOPGESCHÄFTSBERICHT2013/INVESTORRELATIONS 114