Responsibilities of the Supervisory Board and the Committees

Responsibilities of the Supervisory Board
The responsibilities of the Supervisory Board are stipulated in the Articles of Association and the rules of procedure adopted by the Supervisory Board. The obligations therein defined as regards information provision and reporting by the Management Board also apply to the subsidiaries of CA Immo. The full committee rules on matters of critical importance as well as general strategy. The Supervisory Board held seven meetings in the year under review. A detailed description of the main activities of the Supervisory Board in business year 2010 is provided in the Supervisory Board report. The Board also executes its duties through three competent committees. Where decisions are required on urgent matters, the presiding committee of the Supervisory Board is convened. Regular reports on the work of the committees as well as the presiding committee are submitted to the Supervisory Board.

Committees

Audit Committee
CA Immo’s audit committee, which is responsible for overseeing the entire process of financial reporting, carries out preparatory work for the full Supervisory Board on all issues connected with the annual and consolidated financial statements, the proposal on the distribution of profit and the management report. It also monitors the effectiveness of the internal control system and the CA Immo risk management system as well as the independence and competence of the auditing company (as assessed by ‘peer reviews’). The audit committee convened twice in 2010 to discuss and audit the annual and consolidated financial statements for 2009, including the management reports and corporate governance report, with the auditor and the Management Board (24 March 2010). Furthermore the internal monitoring system and the implementation of risk management in the company were also examined. At the meeting held on 25 August 2010, the audit committee discussed the financial results for the first half of 2010. No objections were raised at either meeting. In compliance with the Code, all members of the audit committee are acknowledged as financial experts on the basis of their experience and professional track records.

Investment Committee
The investment committee may approve transactions and measures to a maximum volume of € 75 m; beyond this limit, the full Supervisory Board assumes responsibility. Working with the Management Board and bringing in competent experts where necessary, the investment committee is also required to prepare the ground for significant (investment) decisions to be taken by the full Supervisory Board. The investment committee held two meetings in the period under review, both of which were convened to prepare for and examine the acquisition of Europolis with a view to a subsequent resolution by the full Supervisory Board.

Remuneration and Nomination Committee
The remuneration and nomination committee is responsible for all Management Board-related matters, and succession planning in particular. Management Board members are selected according to a defined appointment procedure, taking into account corporate strategy and the current position of the organisation. The remuneration and nomination committee convened once in the period under review in order to arrive at a final definition of the LTI programme for the Management Board and first-level managerial employees. For more details, please refer to the remuneration report. When Supervisory Board mandates become available, the nomination committee (or full Supervisory Board) also proposes candidates to the Ordinary General Meeting, taking into consideration personal and professional qualifications as well as the diversification of the Supervisory Board.

Presiding Committee
The presiding committee, composed of the chairperson of the Board, one of his deputies and another board member, may be identical with the Remuneration and Nomination Committee. Where the delay linked to the convening of a Supervisory Board meeting might expose the company to considerable pecuniary prejudice, the presiding committee shall rule on business matters requiring approval.

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