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ePaper created 2015-05-08, 10:57:20 | version 1.38.0
52 ANNUAL REPORT 2014Deutsche EuroShop INVESTOR RELATIONS Executive Board and for reviewing the Com- pany’s corporate governance principles. The Executive Committee of the Supervisory Board also fulfils the role of a nomination committee. TheAuditCommitteeconsistsofMsDohm 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 consoli- dated financial statements. Former members of the Company’s Executive Board and the Chair- man of the Supervisory Board generally do not chair the Audit Committee, to avoid conflicts of interest. The members of the Capital Market Com- mitteeare Mr Zaß, Mr Armbrust and Mr Streck- er. The Capital Market Committee is chaired by Mr Zaß, and his deputy is Mr Armbrust. The Supervisory Board’s powers relating to the utilisation of approved capital and conditional capital were transferred to the Committee for decision-making and processing. Shareholdings Executive Board As at 31 December 2014, the Executive Board held a total of 13,000 shares, less than 1% of Deutsche EuroShop AG’s share capital. Supervisory Board As at 31 December 2014, the Superviso- ry Board members held a total of 5.305.899 shares, which is more than 1% of Deutsche EuroShop AG’s share capital. In addition to the general statutory provi- sions requiring public disclosure, the rules of procedure of the Executive Board and of the Supervisory Board govern the reporting du- ties of Executive and Supervisory Board mem- bers in the event of dealings involving shares All shareholders are entitled to attend the An- nual General Meeting and to speak and submit questions about items on the agenda. Deutsche EuroShop reports to its share- holders and to the public on the Company’s business performance, financial position and results of operations four times a year in line with a financial calendar. Press releases also inform the public and the media of Company activities. Information that may materially in- fluence the Company’s share price is published in the form of ad hoc disclosures in accordance with the statutory requirements. on the basis of section 315a of the Handels- gesetzbuch (HGB – German Commercial Code). The annual financial statements of Deutsche EuroShop AG will continue to be prepared in line with the accounting provi- sions of the HGB. The Executive Board is re- sponsible for the preparation of the finan- cial statements. The Chairman of the Audit Committee commissions the auditor of the annual financial statements, as elected by the Annual General Meeting. The stricter requirements for auditor independence are met in this process. in the Company or related rights of purchase or sale, as well as rights directly dependent on the Company’s share price. Directors’ dealings The following securities transactions by mem- bers of the Executive Board and of the Super- visory Board or by certain persons related to members of the executive bodies were noti- fied to Deutsche EuroShop AG during financial year 2014 in accordance with section 15a of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act): Last name First name Date Price Number Böge Claus-Matthias Convertible bonds Purchase 28.01.2014 99.45% 30,0001 Böge Claus-Matthias Convertible bonds Purchase 12.03.2014 96.99% 50,0001 Striebich Klaus Shares Purchase 04.08.2014 34.775 1,500 Striebich Klaus Shares Purchase 13.10.2014 32.89 2,000 Huber Christine Shares Purchase 21.10.2014 33.83 888 1 Nominal value in € Relationships with shareholders Shareholders exercise their rights in matters concerning the Company at the Annual Gen- eral Meeting. The Annual General Meeting elects the members of the Supervisory Board and passes resolutions approving the actions of the Executive and Supervisory Boards. It de- cides on the utilisation of the unappropriated surplus and amendments to the Company’s Articles of Association. The Annual General Meeting, at which the Executive and Supervi- sory Boards give an account of the past financial year, takes place once a year. When resolutions are adopted at the Annual General Meeting, each share confers entitlement to one vote in line with the principle of “one share, one vote”. The Executive Board gives regular presenta- tions to analysts and at investor events as part of the Company’s investor relations activities. Analyst conferences on the release of the an- nual and quarterly financial statements are broadcast over the Internet, where they are available to anyone interested in the Com- pany. In addition, Deutsche EuroShop AG provides financial information and other in- formation about the Deutsche EuroShop Group on its website. Accounting and audits The Deutsche EuroShop Group prepares its financial statements according to Interna- tional Financial Reporting Standards (IFRSs) Outlook The composition of the Supervisory Board will continue to change in 2015 as the term of office of Manfred Zaß, who has served as Chairman for many years, is coming to an end. Because the course was set early on for a smooth transition of company-specific Supervisory Board expertise, the Commit- tee’s composition ensures that the specifica- tions of the German Corporate Governance Code will be complied with in a balanced manner. C Wir sehen uns! Mo - Sa 9.30 bis 20 Uhr geöffnet Böge Claus-Matthias Convertible bonds Purchase 28.01.201499.45% 30,0001 Böge Claus-Matthias Convertible bonds Purchase 12.03.201496.99% 50,0001 Striebich Klaus Shares Purchase 04.08.201434.7751,500 Striebich Klaus Shares Purchase 13.10.201432.892,000 Huber Christine Shares Purchase 21.10.201433.83888