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Composition and modus operandi of the Board of Management and of the Supervisory Board and the committees of HORNBACH HOLDING AG
HORNBACH HOLDING AG, based in Neustadt an der Weinstrasse, is governed by the requirements of German stock corporation, capital market and codetermination law, as well as by the provisions of its own Articles of Association. Accordingly, HORNBACH HOLDING AG has a dualistic management structure, which assigns management of the company to the Board of Management and supervision of the company to the Supervisory Board.
Composition and modus operandi of the Supervisory Board
The Supervisory Board of HORNBACH HOLDING AG consists of six members. The Supervisory Board Chairman coordinates the work of the Supervisory Board and attends to the affairs of the Supervisory Board externally. In the event of a parity of votes in the Supervisory Board, the Supervisory Board Chairman has the decisive vote.
The Board of Management and Supervisory Board work together closely in the interests of the company. The Supervisory Board monitors the management of the company and accompanies the Board of Management in an advisory capacity. It appoints members of the Board of Management, dismisses them and is responsible for concluding, amending and terminating their employment contracts. Any actions by the Board of Management that could materially influence the company’s net asset, financial or earnings position require prior approval by the Supervisory Board. The Code of Procedure for the Supervisory Board contains a catalog of the transactions and actions requiring such approval. The Supervisory Board may at any time resolve to extend or reduce the list of such transactions.
Supervisory Board members are solely bound by the company‘s best interests. They are not dependent on any assignments or instructions. In their decisions, they may not pursue personal interests or exploit business opportunities available to the company for their personal benefit. Supervisory Board members are obliged to disclose any conflicts of interest to the Supervisory Board Chairman, especially any such conflicts arising due to their performing any consultant or directorship function at customers, suppliers, lenders or other business partners of the company. Any conflicts of interest on the part of a Supervisory Board member that are material and not only temporary should result in the termination of the mandate. No conflicts of interest arose in the year under report. Advisory and other service agreements and contracts for work between a Supervisory Board member and the company require approval by the Supervisory Board. Apart from one advisory agreement involving only symbolic compensation, no other contracts requiring approval were concluded with Supervisory Board members in the 2009/2010 financial year.
The Supervisory Board has the following committees:
- Mediation Committee
- Personnel Committee
- Audit Committee
The composition of the committees and their activities have been described on Page 84 onwards of the 2009/2010 Annual Report of HORNBACH HOLDING AG Group.
Composition and modus operandi of the Board of Management
The Board of Management of HORNBACH HOLDING AG consists of two members. The composition and areas of responsibility of the Board of Management can be found on Page 84 of the 2009/2010 Annual Report. The Board of Management has a self-imposed Code of Procedure. The management of the company’s business is the joint responsibility of all of its members. Compliance activities to ensure that the company adheres to laws, legal requirements and its own internal guidelines represent a key management task. The Board of Management usually meets once a week, or on an ad-hoc basis when necessary.
The Board of Management provides the Supervisory Board with regular, prompt and extensive information on all matters relevant to the company’s corporate strategy, planning, business performance, financial and earnings position, risk situation and risk management. Furthermore, it presents the group investment, financial and earnings budgets to the Supervisory Board both for the forthcoming financial year and for the medium term (five years). The Chairman of the Board of Management provides immediate report to the Supervisory Board Chairman of any significant events of material relevance for any assessment of the situation, development and management of the company. Transactions and measures requiring approval by the Supervisory Board are presented to the Supervisory Board in good time. Members of the Board of Management are obliged to disclose any conflicts of interest to the Supervisory Board without delay and to inform other members of the Board of Management. Members of the Board of Management may only pursue sideline activities, in particular Supervisory Board mandates outside the Group, with the approval of the Supervisory Board Chairman. |
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