The Supervisory Board is made up of three members. Unless the General Meeting decides on a shorter term for individual members that it appoints or for the Supervisory Board as a whole, members of the Supervisory board are appointed up to the end of the Ordinary General Meeting which is responsible for discharging the same in the fourth fiscal year after the start of the members' terms of office. The year in which the term begins is not counted.
The task of the Supervisory Board is to advise the Executive Board on governing the company and to monitor its activities. It is involved in decisions of substantial significance for the company. In the context of the company's financial statements, the Supervisory Board reports to stockholders. The Supervisory Board has its own defined standing orders.
The membership of the Supervisory Board as of May 22, 2007, is as follows:
Daniele Di Croce (Chairman)
Management consultant
Peter Stier (Deputy Chairman)
Entrepreneur
Rainer Schmidt
Entrepreneur
Remuneration
Remuneration received by the Supervisory Board in fiscal year 2011 totaled EUR 72 thousand (previous year: EUR 144 thousand). The fixed component was EUR 45 thousand (previous year: EUR 45 thousand), while variable remuneration (including attendance fees and travel expenses) amounted to EUR 27 thousand (previous year: EUR 99 thousand).
from left: Rainer Schmidt, Peter Stier, Daniele Di Croce
Report of the Supervisory Board
Dear shareholders,
The following report provides information in accordance with Section 171, paragraph 2 of the German Stock Corporation Act (AktG) regarding the activities of the Supervisory Board in the 2011 fiscal year and the audit results for the 2011 annual and consolidated financial statements. Our meetings and consultations with the Executive Board focused primarily on the effects of the economic and financial crisis on the REALTECH Group’s business situation. Furthermore, the Board also discussed in depth the future orientation of the business areas and medium and long-term planning.
All tasks and duties diligently met
In the 2011 fiscal year, the Supervisory Board diligently met its supervisory and advisory obligations arising from legislation, the Articles of Association and rules of procedure. Impending topics were discussed in the meetings and decisions were reached regarding business that required approval. The members of the Supervisory Board advised the Executive Board continually on governing the company and monitored the company’s management. The Supervisory Board was involved in all decisions of fundamental importance appropriately and within good time. The Executive Board provided regular, up-to-date, extensive reports on business performance, the situation with regard to income and finance, the employment situation as well as planning and the ongoing development of the company. In view of the continuing or renewed global economic and financial crisis affecting some REALTECH markets, the consultations always included the risk situation and risk management. The Executive Board explained deviations from the projected business performance for the individual business areas to the Supervisory Board in detail and demonstrated possible courses of action. In particular, the Supervisory Board discussed the situation of the foreign subsidiaries and the sale of the Spanish subsidiary due to its unsatisfactory income.
In preparation for the scheduled meetings, the Supervisory Board received regular written reports from the Executive Board. Following careful examination and consultation, the Supervisory Board made decisions – where appropriate – regarding the reports and the proposed resolutions. More specifically, the Chairman of the Supervisory Board remained in close contact with the Executive Board, including outside of the meetings. Even in between the scheduled meetings, the Executive Board provided the Supervisory Board with extensive information in writing immediately regarding special business transactions that were significantly important for the company.
The “Declaration on the management of the company” section of this Group management report also reports on the tasks of the Executive and Supervisory Boards.
Corporate Governance
The Supervisory Board focuses regularly on the application and further development of the Corporate Governance rules within the company. Detailed information relating to the Supervisory Board can be found in the relevant section of the annual report. Last year, the Executive and Supervisory Boards discussed the latest version of the German Corporate Governance Code of May 26, 2010 and passed the 2011 joint declaration of compliance at the meeting on October 27, 2011. This explanation corresponds to the Code with three exceptions. The complete declaration can be found on the REALTECH website under Corporate Governance, as well as on page 69 of the annual report.
No conflicts of interest on the part of members of the Executive or Supervisory Board, about which the Annual General Meeting would need to be informed, were disclosed to the Supervisory Board in the period under review.
Meetings of the Supervisory Board
In the 2011 fiscal year, the Supervisory and Executive Boards participated in six meetings in which they intensively discussed the economic situation and the strategic ongoing development of the Group. Representatives of the auditing company elected at the General Meeting were present at two meetings for part of the time. On account of the fact that the Supervisory Board only consists of three members, there was no need to form a committee.
The Supervisory Board meetings of fiscal year 2011 concentrated in particular on the effects of the financial and economic crisis in the various REALTECH countries on the development of the Group as well as measures to ensure continued positive development in the consulting and software segments.
In the meeting in February 2011, the Supervisory Board considered the provisional figures for the fourth quarter of 2010 and fiscal year 2010, final budget planning for 2011 and the economic development of the international subsidiaries, particularly the subsidiary in Spain. The Board also discussed the dividend proposal and updated the assignment of business responsibilities to the member of the Executive Board after it was extended to include three members.
The meeting in March focused on the report submitted by the auditors regarding the audit of the consolidated and annual financial statements as per December 31, 2010 and the approval of the agenda for the General Meeting in 2011.
In July the Board discussed the future orientation of the Group in general and the goals of the consulting and software segments in particular. Further points concerned the half-year results and the effects of the sale of the REALTECH subsidiary in Spain.
At the meeting in late October, the results of the third quarter were examined, the updated financial report to the Supervisory Board was discussed, as was the real estate rental situation and, together with the external auditing company, the focus areas of the audits as per December 31, 2011 were agreed and laid down. Furthermore, the Board defined the future international strategy based on the reports from the international subsidiaries and adopted the tenth declaration of compliance for the German Corporate Governance Code.
At the meeting in early December, the only point on the agenda was to analyze and pass a resolution as part of a contract concluded with SAP AG. Here, SAP integrated selected REALTECH technologies into its own products.
At the last Supervisory Board meeting of 2011 in mid-December, the Executive Board and the Supervisory Board discussed corporate planning and set the goals for the Group up to 2015. They also discussed the potential income for fiscal year 2011. Furthermore, the two Boards determined the continued regional expansion of the Group and the future dividend policy.
Members of the Executive and Supervisory Boards
The Chief Executive Officer of REALTECH AG, Nicola Glowinski, left the company at his own request on August 1, 2011. The Supervisory Board and the Executive Board would like to thank him for his strong commitment and for his work in recent years. At the same time, Dr. Rudolf Caspary has been appointed as the new Chief Executive Officer. Dr. Rudolf Caspary, who previously had worldwide responsibility for the area of technology and has been an Executive Board member since 2004, took over the brief of Nicola Glowinski.
The members of the Supervisory Board remained unchanged in fiscal year 2011.
Please see the Notes to the Consolidated Financial Statements in respect of specific details about those persons who make up both Boards and the information in Section 285 No. 10 of the German Commercial Code (HGB).
Annual and consolidated financial statements 2011
REALTECH AG’s annual financial statements for 2011 and the management report, including accounting, were audited and issued with an unqualified audit opinion by the external auditing company Deloitte & Touche GmbH, Mannheim, which was appointed in the General Meeting on May 24, 2011 and engaged as auditor by the Supervisory Board.
The same applies to the consolidated financial statement in accordance with IFRS/IAS. A Group management report was added to this. These consolidated financial statements have been prepared in accordance with IFRS rules and the company is therefore exempt from the obligation to present consolidated financial statements in line with German law, as set out in Section 315a of the German Commercial Code (HGB).
All annual accounting documents, the Executive Board’s proposal for the appropriation of net profits, and the auditors' reports were presented to the Supervisory Board in good time and have been discussed in the presence of the auditors. The Supervisory Board has approved the result of the audit by the auditors and, according to the final results of its own audit, established that no objections need to be raised.
On March 22, 2012, the Supervisory Board approved the consolidated financial statements for 2011, the combined management report for 2011, and REALTECH AG’s annual financial statements for 2011, and agreed to the Executive Board’s proposal for the appropriation of net profits.
The Supervisory Board wishes to take this opportunity to thank all members of the Executive Board, as well as all of the company’s employees, for the successful part they have played and the high degree of personal commitment shown to REALTECH AG and all associated companies.
Walldorf, March 2012
The Supervisory Board
Daniele Di Croce
Chairman
Source: Annual Report 2011, pages 14ff.
