2013 was a busy and successful year for the Administrative Board of conwert Immobilien Invest SE, a year in which it performed its duties in line with the law and the Articles of Association, as well as strategically managing the company. The Administrative Board oversaw the everyday tasks delegated to the Executive Directors, supported and advised the Executive Directors, and passed the budget for the 2013 business year. Furthermore, the Administrative Board received regular and comprehensive written and oral reports from the Executive Directors, both within and outside the Administrative Board meetings. These reports addressed operating activities, the economic state of the company and developments in the Group.
In 2013 the following people sat on the Administrative Board:
+ Johannes Meran, Chair
+ Franz Pruckner, Deputy Chair
+ Kerstin Gelbmann, Member
+ Eveline Steinberger-Kern, Member
+ Alexander Tavakoli, Member
As of 31 December 2013 the Administrative Board consisted of five members. Franz Pruckner resigned his Administrative Board mandate at the end of 2013 for personal reasons. Alexander Tavakoli was elected as the new Deputy Chair of the Administrative Board effective January 2014.
As in 2012, the entire Administrative Board dealt with all of the matters within its remit. All five Administrative Board members were members of the legally required Audit Committee for the whole of 2013. The Administrative Board and the Audit Committee were therefore once again composed of exactly the same people in 2013. Franz Pruckner chaired the Audit Committee. Kerstin Gelbmann was elected as the new Chair of the Audit Committee upon Franz Pruckner’s departure from the Administrative Board at the end of 2013. In 2013 a Personnel Committee and an Internal Audit Committee were convened in addition to the Audit Committee. The Chair of the Personnel Committee was Franz Pruckner and the Deputy Chair was Eveline Steinberger-Kern; Kerstin Gelbmann and Alexander Tavakoli were both members. The Internal Audit Committee consisted of Alexander Tavakoli as Chair, Eveline Steinberger-Kern as Deputy Chair and Kerstin Gelbmann and Franz Pruckner as members.
In line with the Rules of Procedure, the Administrative Board had to consider every property investment with a value exceeding €3 mn. One particularly noteworthy investment here was the purchase of a residential property portfolio with around 4,000 units in Germany, which was approved by the Administrative Board in August 2013. Furthermore, the work of the Administrative Board in 2013 focused on restructuring the business activities in Germany. A total of 19 Administrative Board meetings were held in 2013.
The Administrative Board formed a Personnel Committee in July 2013 in order to strengthen the Executive Board by appointing a CEO. The Personnel Committee conducted a structured recruitment process in collaboration with an international recruitment consultant. The appointment of Clemens Schneider as the new CEO was announced in November, effective as of February 2014. The Personnel Committee met six times in 2013 and was disbanded after the successful conclusion of the recruitment process.
The Internal Audit Committee was formed in September 2013 in the course of the internal audit in order to evaluate the public allegations against the company and the Chair of the Administrative Board. Audit Partner acted as external auditors in this process. Audit Partner reached the conclusion that the conwert Boards and Committees and the Chair of the Administrative Board had acted appropriately throughout. This was also confirmed by the legal firms Dorda Brugger Jordis and P+P Pöllath + Partners. The Internal Audit Committee met three times and was dissolved following the conclusion of the audits and evaluations.
The Audit Committee discussed the annual and consolidated financial statements including the management reports and the corporate governance report, as well as the audit reports and the management letter issued by the auditor; the Committee reported to the Administrative Board on these documents. Furthermore, the Audit Committee was responsible for the selection of the auditor and the auditor’s remuneration. The Audit Committee met three times in 2013. The Executive Directors prepared the annual financial statements for the 2013 business year and the management report of conwert Immobilien Invest SE, as well as the consolidated financial statements and the conwert Group management report; these were audited by Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. Upon conclusion, this audit did not give rise to any objections. The auditors thereby confirmed that the annual financial statements of conwert Immobilien Invest SE used appropriate accounting policies and fairly presented the financial position, financial performance and cash flows of the Group, and that the management report was consistent with the consolidated financial statements. The consolidated financial statements were audited in line with the International Standards on Auditing of the International Federation of Accountants (IFAC) and were classified as appropriate. The auditor has therefore issued an unqualified audit opinion.
In line with Article 243b of the Austrian Commercial Code, compliance of the corporate governance report was assessed by Univ. Prof. DDr. Waldemar Jud Corporate Governance Forschung CGF GmbH in 2013 and the conclusions did not give rise to any objections.
The conclusion of the Administrative Board’s audit of the individual and consolidated financial statements and the respective management reports and corporate governance report, in line with Article 41 Section 2 of the Austrian Societas Europaea Act, did not give rise to any objections. The Administrative Board thereby approved the individual and consolidated financial statements, which were authorised in line with Article 41 Section 4 of the Austrian Societas Europaea Act.
The Administrative Board would like to thank the Executive Directors and all conwert employees for their dedication and hard work over the past year.
Vienna, 25 March 2014
On behalf of the Administrative Board
Johannes Meran
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