In the fiscal year under review, the Supervisory Board of Wincor Nixdorf AG discharged its duties in accordance with statutory requirements, the German Corporate Governance (Glossary) Code and the Company’s articles of association. First and foremost, this task involved advising and monitoring the Board of Directors on a regular basis as it led and managed the business. A key element of this collaboration was that all decisions of fundamental importance to the Company were agreed directly with the Supervisory Board. Receiving comprehensive information on a regular and timely basis in the form of verbal and written reports, the Supervisory Board was instructed by the Board of Directors on all material issues relating to the corporate planning, strategic direction and development, business performance and state of the Group, including risks and risk management. All business matters of importance to the Company were discussed by the Supervisory Board on the basis of reports furnished by the Board of Directors.
In fiscal 2007/2008, five scheduled Supervisory Board meetings were held at which the Board of Directors informed the Supervisory Board about the performance of the Company. In addition to these five scheduled meetings, the Supervisory Board convened on December 11, 2007, and January 27, 2008, for extraordinary Supervisory Board meetings. One of the items on the agenda of the extraordinary Supervisory Board meeting convened on December 11, 2007, was the proposed resolution to be put to the Annual General Meeting as agenda item 10 in the invitation to shareholders to attend the meeting. This concerned the granting of an authority to issue profit participation certificates with option or conversion rights and option, convertible or participating bonds (or combinations of these instruments) under the exclusion of subscription rights and, at the same time, to establish a contingent capital sum and amend Section 4 of the Articles of Association. Another agenda item at the extraordinary Supervisory Board meeting dated December 11, 2007, and the sole agenda item of the extraordinary Supervisory Board meeting dated January 27, 2008, was the amended proposal of the Supervisory Board to the Annual General Meeting for the appropriation of profit as a result of the purchase of treasury shares, which do not qualify for a dividend. With the exception of the aforementioned, there were no other circumstances requiring further extraordinary Supervisory Board meetings or other specific supervisory measures. The five scheduled Supervisory Board meetings were held on November 27, 2007, and on January 28, April 22, July 22 and September 23, 2008. All meetings were attended by representatives of the Board of Directors. At the aforementioned meetings, all necessary resolutions were passed on the basis of documentation prepared in advance. Between each meeting convened by the Supervisory Board, the Board of Directors informed us promptly and comprehensively about important events of particular significance in assessing the position and performance as well as the overall management of the Company. Furthermore, the Board of Directors remained in continuous contact with the Supervisory Board and informed the Supervisory Board about the current business position as well as significant occurrences, developments and decisions.
The Supervisory Board examined the efficiency of its activities on a regular basis.
