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ePaper created 2015-05-08, 10:57:20 | version 1.38.0
ANNUAL REPORT 2014 51Deutsche EuroShop INVESTOR RELATIONS Working methods of the Executive and Supervisory Boards The Supervisory and Executive Boards per- formed their statutory duties in financial year 2014 in accordance with the applicable laws and the Articles of Association. The strate- gic orientation of the Company was coordi- nated between the Executive Board and the Supervisory Board, and the progress of strat- egy implementation was discussed at regular intervals. The Executive Board informed the Supervisory Board regularly, promptly and in detail of business developments and the risk situation. Detailed information on the main areas of focus of the Supervisory Board’s ac- tivities in the 2014 financial year can be found in its report in the 2014 Annual Report of Deutsche EuroShop AG. In financial year 2014, there were no advi- sory or other contracts for work or services in existence between members of the Supervisory Board and the Company. Composition and diversity The Supervisory Board has formulated spe- cific goals for its composition and geared itself towards the needs of a listed company with a small staff base which makes long-term invest- ments with high capital requirements. In view of this, the Supervisory Board should primar- ily be composed of independent members of both genders who have special knowledge and experience of the retail trade, the letting of re- tail space, the management of shopping cent- ers, the equity and debt financing of listed real estate companies, and accounting principles in accordance with German and/or internation- al regulations. The Supervisory Board contin- ues to believe that professional qualifications and skills should represent the key criteria for members of the Supervisory Board. In keep- ing with this stance, there is no stipulated age limit, but members should not be significantly older than 70. Ms Beate Bell and Ms Manuela Better were elected by the Supervisory Board at the Annual General Meeting on 18 June 2014 after Dr. Michael Gellen and Dr. Bernd Thiemann did not stand for re-election. Executive Board The Executive Board of Deutsche EuroShop AG manages the Company 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 proce- dure and in its schedule of responsibilities. The chief management duties of the Executive Board are the determination of the Group’s strategic orientation and management of the Group, planning, and the establishment and implemen- tation of risk management. The Executive Board of Deutsche EuroShop AG currently comprises two members. Claus-Matthias Böge Born 13 February 1959 First appointment: 2001 Appointment ends: 2015 Claus-Matthias Böge joined Deutsche Euro- Shop 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 di- rector at various companies in the Deutsche EuroShop Group. Olaf Borkers Born 10 December 1964 First appointment: 2005 Appointment ends: 2016 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. As determined by the resolution of the Su- pervisory Board on 8 July 2014, Mr Wilhelm Wellner was appointed a member of the Ex- ecutive Board of the Company with effect on 1 February 2015. Mr Wellner will succeed Mr Böge and take over his duties as Executive Board Spokesman on 1 July 2015. His term of office ends on 30 June 2018. Supervisory Board The Supervisory Board supervises and advises the Executive Board in its management activi- ties in accordance with the provisions of Ger- man company law and the rules of procedure. It appoints members of the Executive Board, and significant business transacted by the Executive Board is subject to its approval. The Supervi- sory 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 a four-person Executive Committee (previously three-person; which simultaneously serves as a nomination committee) and an Audit Com- mittee and a Capital Market Committee, each comprising three people. The members of the Supervisory Board are: Manfred Zaß, Chairman Dr. Michael Gellen, Deputy Chairman (until 18 June 2014) Reiner Strecker, Deputy Chairman (Deputy Chairman since 18 June 2014) Thomas Armbrust Beate Bell (since 18 June 2014) Manuela Better (since 18 June 2014) Karin Dohm Dr. Henning Kreke Alexander Otto Klaus Striebich Dr. Bernd Thiemann (until 18 June 2014) The Executive Committee was comprised of Mr Zaß and Mr Armbrust for the full year and Ms Dohm and Mr Strecker since 18 June 2014. Dr. Gellen stepped down from the Committee after the Annual General Meeting. The Execu- tive Committee is chaired by the Chairman of the Supervisory Board. The Committee dis- cusses urgent business matters and passes rel- evant resolutions. Moreover, it is responsible for human resources issues concerning the ICH INVESTIERE RICHTIG. In die Zukunft. Corporate Governance 2014 The Government Commission on the German Corporate Governance Code published the German Corporate Gov- ernance Code on 26 February 2002 and approved amend- ments and additions to individual recommendations and suggestions, most recently on 24 June 2014. Going forward, the Government Commission will continue to monitor the development of corporate governance in legislation and in practice, and will adapt the Code as needed.