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Activities of the committees

In order to improve the efficiency of Supervisory Board activities and to deal with complex issues, some matters were referred to the Presiding Committee or Audit Committee for a decision or for the purpose of preparing resolutions.

The Audit Committee of the Supervisory Board met three times in the reporting year on 10 March, before the annual general meeting of the bank on 12 May and on 24 November. The topics intended for discussion at the Audit Committee meeting in August were dealt with and discussed by the full Supervisory Board as a result of the temporary shortage of committee members due to Dr. Kassow's resignation. The meetings were also attended by at least one representative from the auditors commissioned for the year-end audit and review of the interim financial statements respectively. At the meeting on 10 March 2011, the Audit Committee of the Supervisory Board dealt with the preliminary examination of the financial statements and dependency report as well as the independence of the auditors of the annual and consolidated financial statements. Topics discussed at the other meetings included the report from the auditors conducting the review of the interim financial statements.

At all meetings, the Audit Committee of the Supervisory Board discussed in depth the status and further development of risk management and the risk position of the bank and its subsidiary. In addition to the respective current market and credit risk situation in comdirect’s Treasury portfolio, the focus was on the investment of deposits with other companies in the Commerzbank Group and other counterparties. The underlying investment strategy and the plans for further greater utilisation of the Commerzbank Group for money market and capital market transactions were regularly discussed by the Audit Committee.

The Audit Committee received the Compliance Officer’s report and was informed about the overall audit report from Internal Audit for the financial year. The Chairman of the Audit Committee obtained comprehensive information from the Head of Internal Audit prior to the meeting. There were no major findings in the reporting year. At the meeting of the Audit Committee on 12 May 2011, the Chairman was authorised to sign the contract commissioning the auditors PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, Hamburg branch, selected by the annual general meeting on the same date, to audit the annual and consolidated financial statements, including the management reports as of 31 December 2011. In November it approved the commissioning of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, Hamburg branch, with tax advisory services for financial year 2012. We have obtained a certificate of independence from the auditors. No business, financial, personal or other relationships exist between the auditors and their executive bodies and audit managers on the one hand and comdirect bank and its Board members on the other, which could give rise to doubts with regard to their independence.

In addition, the Audit Committee of the Supervisory Board dealt with the results of the annual custody account/ Securities Trading Act audit, company audit and foreign trade audit as well as the main areas of the audit of the annual financial statements 2011.

The Presiding Committee of the Supervisory Board met once during the reporting year on 24 November.

Furthermore, after extensive deliberation in each case, resolutions were adopted by means of the circulation procedure. These related to

  • the recommendation to the Supervisory Board to determine the variable compensation component for the members of the Board of Managing Directors for financial year 2010 as well as to specify the criteria to be used to assess the variable compensation component and agreed targets for financial year 2011 and financial year 2012,
  • the recommendation to the Supervisory Board to increase loans granted to the Commerzbank Group,
  • as well as the acceptance of seats on other boards by members of the Board of Managing Directors.
  • The Supervisory Board approved the above recommendations of the Presiding Committee by means of the written ballot procedure and conference calls. A detailed report on the activities of the committees was provided at the full Supervisory Board meeting. The Supervisory Board has not formed any committees other than the Presiding Committee and the Audit Committee.