The Supervisory Board reports that it has taken the opportunity to comprehensively review the management of the Company, both acting as a whole and also regularly through its Chairman and Deputy Chairman. Detailed presentations and discussions during meetings of the Supervisory Board and its committees were used for this purpose, as were recurring meetings with the members of the Managing Board, who provided detailed explanations and supporting documentation relating to the management and financial position of the Company and the Group. The strategy, business performance and risk management of the Company were also discussed in these meetings.
The Supervisory Board formed four committees from among its members. Information on the responsibilities and membership of these committees is available on the Company’s website and in the corporate governance report.
One ordinary Annual General Meeting and four Supervisory Board meetings were held in 2008. Two meetings of the Audit Committee were also held. The Committee for Urgent Matters held four meetings and was also contacted in writing with regard to ten matters. The Supervisory Board was informed of all resolutions passed by these committees at its next meeting following. The auditor of the financial statements and consolidated financial statements, PwC INTER-TREUHAND GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, attended Audit Committee meetings and Supervisory Board meetings dealing with the approval and preparation of the annual financial statements and the auditing of the annual financial statements and consolidated financial statements, as it did the Annual General Meeting. The Committee for Managing Board Matters also held four meetings in 2008.
No agenda items were discussed in the Supervisory Board and committee meetings without participation by members of the Managing Board. No member of the Supervisory Board attended fewer than half of the Supervisory Board meetings.
By inspection of appropriate documents, meetings held with the Managing Board and discussions with the auditor, the Supervisory Board Audit Committee was able to form a satisfactory view of the accounting process and found no reasons for objection. The Audit Committee also reviewed the effectiveness of the internal control system, the internal auditing system and the risk management system, by requesting descriptions of the processes and organisation of these systems from the Managing Board, the auditor and the individuals directly responsible for these areas. The Audit Committee reported on its monitoring activities to the Supervisory Board as a whole and stated that no deficiencies had been identified.
In order to prepare the Supervisory Board’s proposal for selection of the auditor of the financial statements and consolidated financial statements, the Audit Committee requested that PwC INTER-TREUHAND GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft (PwC) submit documents relating to its license to audit. Based on a written report, it was determined that no reasons for exclusion or circumstances that could give rise to cause for concern regarding partiality exist. In addition, a list, grouped by category of services, of the total revenues received from the Company by PwC in the previous financial year was requested and reviewed, and it was verified that PwC was included in a statutory quality assurance system. The Audit Committee reported to the Supervisory Board on the knowledge gained from these investigations and the Supervisory Board subsequently made a proposal to the Annual General Meeting that PwC INTER-TREUHAND GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft be appointed auditor of the financial statements and consolidated financial statements.
In addition, the Supervisory Board Audit Committee received from the Managing Board, reviewed and carefully examined the 2008 annual financial statements, management report and corporate governance report. The Supervisory Board Audit Committee also subjected the 2008 consolidated financial statements and Group management report to a careful review. The Managing Board’s proposal for appropriation of profits was also debated and discussed in the course of this review. As a result of this review and discussion, a unanimous resolution was adopted to recommend to the Supervisory Board the unqualified acceptance thereof. The committee chairman informed the Supervisory Board of the resolutions adopted by the committee.
The 2008 annual financial statements together with the management report and corporate governance report, the 2008 consolidated financial statements together with the Group management report, and the Managing Board’s proposal for appropriation of profits were subsequently addressed, thoroughly discussed, and reviewed by the Supervisory Board. In addition, the auditor’s reports prepared by PwC INTER-TREUHAND GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft for the 2008 annual financial statements and management report and the 2008 consolidated financial statements and Group management report were reviewed by the Audit Committee and by the Supervisory Board as a whole, and debated and discussed in detail with PwC INTER-TREUHAND GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft. The ultimate findings of the review identified no reasons for objections. The Supervisory Board declared that it had nothing to add to the auditor’s reports for the financial statements and consolidated financial statements.
The Supervisory Board therefore adopted a unanimous resolution to approve the annual financial statements and consolidated financial statements prepared by the Managing Board, and to indicate its agreement to the Managing Board’s proposal for appropriation of profits.
The 2008 annual financial statements have therefore been approved in accordance with § 125 (2) of the Austrian Stock Corporation Act.
The Supervisory Board therefore proposes to the Annual General Meeting
that it decide on the appropriation of profits in accordance with the proposal made by the Managing Board and formally approve the actions of the Managing Board and of the Supervisory Board.
Vienna, March 2009
The Supervisory Board:
KR Dkfm. Klaus STADLER