 At a Glance
Stock Price Charts
Ad Hoc Releases
Quarterly Reports / Annual Reports
Analyst Reports
General Shareholder Meeting
Financial Calendar
Contact
Investor Facts
Corporate Governance
Directors' Dealings
Annual Document
Informational Web Sites
Overview of the Corporations History
Announcement according to WpHG/WpÜG
|
The principles of good and responsible corporate governance determine the actions of the administration of i:FAO Aktiengesellschaft. In this declaration, the Executive Board - also acting on behalf of the Supervisory Board - provides its report on corporate governance pursuant to sub-section 3.10 of the German Corporate Governance Code and pursuant to section 289a (1) of the German Commercial Code (HGB).
Declaration of Compliance
The Executive Board and the Supervisory Board jointly submitted an updated declaration of compliance for 2009, pursuant to section 161 of the German Stock Corporation Act. The declaration was made permanently accessible to the general public on i:FAO Aktiengesellschaft's website, www.ifao.net/ir, Corporate Governance, section Declaration of compliance.
Working methods of the Executive Board and the Supervisory Board
i:FAO Aktiengesellschaft is a company under German law, which also forms the basis of the German Corporate Governance Code. One of the fundamental principles of German stock corporation law is the dual management system involving two corporate bodies, the Executive Board and the Supervisory Board, each of which is provided with independent competences. The Executive Board and Supervisory Board of i:FAO Aktiengesellschaft cooperate closely and in a spirit of trust in managing and overseeing the Company.
The Executive Board of i:FAO Aktiengesellschaft is comprised of two members at this time. They are in charge of managing the company's business operations with a view to achieving sustainable added value and in the interest of the company.
The Supervisory Board advises and oversees the Executive Board in the management of the company. It is involved in strategic and planning decisions and all decisions of fundamental importance to the company. In accordance with the terms of procedure, decisions taken by the Executive Board on major transactions such as the annual budget, major acquisitions or divestments require the approval of the Supervisory Board. The chairman of the Supervisory Board coordinates the work in the Supervisory Board, chairs its meetings and externally represents the concerns of the body.
The Executive Board provides the Supervisory Board with comprehensive up-to-date information at regular meetings and in writing about the budget, the development of business and the situation of the Group, including risk management, and compliance. An extraordinary Supervisory Board meeting may be convened if required when events of particular relevance occur. The Supervisory Board has adopted terms of procedure governing its work.
i:FAO Aktiengesellschaft has taken out a D&O insurance policy for all members of the Executive Board and Supervisory Board. This insurance includes an appropriate deductible according to legal terms for the members of the Executive Board.
Composition of the Supervisory Board:
The Supervisory Board of i:FAO Aktiengesellschaft comprises three members, who are elected by the shareholders. The representatives were elected as a block in the last elections to the Supervisory Board at the Annual General Meeting on April 5, 2007. Factors taken into account in nominating candidates for election to the Supervisory Board are the knowledge, skills and expertise required to implement the tasks as well as diversity. No former members of the Executive Board are members of the Supervisory Board. It comprises a sufficient number of independent members not maintaining any personal or business relationship with the Company or its Executive Board. The Supervisory Board has been elected for a period of four years that will expire at the end of the 2011 ordinary Annual General Meeting.
Committees of the Supervisory Board:
The Supervisory Board of the i:FAO Aktiengesellschaft has, due to the number of the members of the Supervisory Board and with reference to the size of the company, not established any committees.
The Executive and Supervisory Board members are obliged to act in the best interest of i:FAO Aktiengesellschaft. In the completed financial year, there were no conflicts of interest requiring immediate disclosure to the Supervisory Board. None of the Executive Board members of i:FAO Aktiengesellschaft sat on Supervisory Boards of listed non-Group companies.
|
