Report of the Supervisory Board
The Supervisory Board of CompuGROUP Holding AG carried out its duties under the law and its articles of association during 2009. The Supervisory Board regularly advised the Management Board in its management of the company and supervised the company’s management team. The Supervisory Board was directly involved in all decisions of major significance to the company.
The Management Board informed the Supervisory Board regularly, comprehensively and promptly by means of verbal and written reports on all issues of relevance to corporate planning and strategic development, the course of business, the general situation of the group including any risks, and risk management.
The Supervisory Board obtained regular reports from the Management Board as to measures taken to improve results and possible, planned and completed company acquisitions. Deviations from the business plans and targets were explained to us in detail.
The Supervisory Board formed an audit committee from among its members whose chairman is the chairman of the Supervisory board. The audit committee held three meetings in total in the year under review and prepared the resolutions of the Supervisory Board. The Supervisory Board was regularly informed of the work of the audit committee.
The Supervisory Board held four ordinary meetings in the year under review. Furthermore, seven decisions were also taken in telephone conferences and in written procedures.
The 2009 financial statements of CompuGROUP Holding AG, the consolidated financial statements for 2009 and the reports of the Management Board were explained in the presence of the auditor in the meeting held for the purposes of approving the annual accounts. The annual financial statements of CompuGROUP Holding AG were approved and the consolidated financial statements were adopted. Further activities, plans and financings for the 2010 financial year were also presented to the Supervisory Board.
The Supervisory Board discussed compliance with the recommendations concerning the German corporate governance code and agreed to the statement of compliance issued by the Management Board. The statement of compliance was made permanently available to shareholders on the company’s website.
The Supervisory Board was regularly informed on possible acquisitions in Germany and abroad during telephone conferences, meetings and in written form and approved the proposals put forward by the Management Board.
In August 2000 Mr. Jan Broer was reappointed to the Management Board until 31 December 2010. In November 2009, Mr. Uwe Eibich was reappointed to the Management Board until 31. December 2012.
In the year under review, the Supervisory Board discussed the new requirements of the German Act on the Appropriateness of Management Board remuneration and carried out an efficiency review on the work of the Supervisory Board.
The Management Board presented CompuGROUP’s budget for 2010 to the Supervisory Board, which approved it.
