Corporate Governance and Declaration of Compliance.
With regard to Corporate Governance (Glossary) , this annual report contains a separate section with a report by the Board of Directors, issued also on behalf of the Supervisory Board, pursuant to Section 3.10 of the German Corporate Governance Code. On November 25, 2008, the Board of Directors and Supervisory Board issued an updated Declaration of Compliance pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz – AktG) and made the declaration (Glossary) , along with details of non-compliance, permanently available to shareholders on the Company website.
Approval of the Annual Accounts and Adoption of the Group Financial Statements.
On January 28, 2008, the Annual General Meeting appointed KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Bielefeld, now renamed as KPMG AG Wirtschaftsprüfungsgesellschaft, Bielefeld, as auditor of the accounts. The annual accounts for the fiscal year from October 1, 2007, to September 30, 2008, prepared by the Board of Directors in accordance with the provisions set out in the German Commercial Code (Handelsgesetzbuch – HGB), and the management report of Wincor Nixdorf AG have been audited by KPMG and given an unqualified audit opinion. The Group financial statements of Wincor Nixdorf AG for the same fiscal period have been prepared on the basis of International Financial Reporting Standards (Glossary) (IFRS).
The auditor has issued an unqualified audit opinion for the annual accounts of Wincor Nixdorf AG prepared in accordance with HGB, as well as for the Group financial statements of Wincor Nixdorf AG prepared in compliance with IFRS.
The audit reports compiled by KPMG AG Wirtschaftsprüfungsgesellschaft for the annual accounts and the Group financial statements were sent in a timely manner to all members of the Supervisory Board, together with the annual accounts prepared in accordance with HGB and the Group financial statements prepared in compliance with IFRS.
The Audit Committee commenced its detailed review of the annual accounts and Group financial statements at its meeting on November 25, 2008, with the auditors in attendance. This was immediately followed by a comprehensive discussion of both sets of accounts by the Supervisory Board. Attending the meetings convened by both bodies, the auditor reported on his audit activities and was at hand to provide detailed supplementary information. Following a detailed examination of the annual accounts, Group financial statements, management report and Group Management Report, we concurred with the results of the audit conducted by the appointed auditor and approved the annual accounts and Group financial statements at our meeting on November 25, 2008, in accordance with the Audit Committee’s recommendation issued the same day. Thus, the annual accounts have been formally adopted. We agreed with the proposal made by the Board of Directors regarding the appropriation of consolidated profit.
The Supervisory Board determined its proposed resolutions for the agenda of the Company’s Annual General Meeting to be held on January 19, 2009, and approved this Supervisory Board report.
