Corporate Governance (Glossary) and Declaration of Compliance.
With regard to Corporate Governance, 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 24, 2009, 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, 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 19, 2009, the Annual General Meeting appointed KPMG AG Wirtschaftsprüfungsgesellschaft, Bielefeld, as auditor of the accounts. The Group financial statements for the fiscal year 2008/2009, prepared in accordance with Section 315a of the German Commercial Code (Handelsgesetzbuch – HGB) and in line with IFRS (Glossary) , including an additional Group management report, have been audited by KPMG and given an unqualified audit opinion. This also applies to the separate annual accounts and management report of Wincor Nixdorf AG for the fiscal year 2008/2009, which were prepared on the basis of German accounting regulations.
The documentation pertaining to the financial statements, the Board of Directors’ proposal for the appropriation of profit and the auditor’s reports were submitted to the Audit Committee and the Supervisory Board in good time prior to their meetings. The information was examined in detail by the Audit Committee and subsequently by the full Supervisory Board, and discussed in the presence of the auditor, who was on hand to take questions and provide further information. Following its own examination of the Group financial statements and the Group management report, as well as the separate annual accounts and management report of Wincor Nixdorf AG, the Supervisory Board took the view that it did not wish to make any objections. Consequently, at its meeting on November 24, 2009, in line with the recommendation of its Audit Committee, the Supervisory Board concurred with the result of the audit and approved the financial statements and management reports drawn up by the Board of Directors. The annual accounts were thus formally adopted.
The Supervisory Board also discussed the proposal for the appropriation of profit and the dividend policy with the Board of Directors. With due regard for the Company’s good financial situation and the expectations of both shareholders and the capital markets, the Supervisory Board gave its unqualified approval to the proposal of the Board of Directors.
The Supervisory Board determined its proposed resolutions for the agenda of the Company’s Annual General Meeting to be held on January 25, 2010, and approved this Supervisory Board report.
