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Software AG GB 2012, englisch

60 SOFTWARE AG | ANNUAL REPORT 2012 compliance, and was available to the Supervisory Board in meetings for questions and discus- sions. Deviations from planned business developments were explained in detail. The Supervisory Board Chairman was in regular contact with the CEO and consulted with him about Software AG’s strategy, planning, business development, risk situation, risk manage- ment and compliance. The CEO informed him immediately of important occurrences. The work between the Management Board and Supervisory Board is based on close, trusting cooperation and an open, constructive dialog. These deliberations addressed the Company’s strategic direction and measures for the imple- mentation of strategies and risk management. The strategic realignment was discussed inten- sively by the relevant committees (Strategy Committee and Committee for Compensation and Succession Issues). Based on recommendations by the committees mentioned and following its own intensive discussion, the Supervisory Board unanimously approved the measures for implementing the growth strategy. The Supervisory Board and the Management Board discussed the quarterly and half-year results and reports and analyzed ongoing business development in detail. Any transactions requiring Supervisory Board approval in accordance with the Articles of Incorporation or applicable legisla- tion were reviewed and approved, where appropriate. Documents relevant for decisions were forwarded to the Supervisory Board in due time before the meetings. SUPERVISORY BOARD MEETINGS The Supervisory Board held seven ordinary meetings during the year under review. At least one session took place each quarter. On one occasion the Supervisory Board took advantage of the option permitted by the Articles of Incorporation to hold meetings by telephone. If a member of the Supervisory Board was unable to attend a session, he or she had the option of participating via telephone or casting ballots in writing. On two occasions the Supervisory Board took advantage of the option permitted by the Articles of Incorporation to cast a vote in writing by means of circulation procedure. No member of the Supervisory Board attended fewer than half the Supervisory Board meetings. 60

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