Please activate JavaScript!
Please install Adobe Flash Player, click here for download

Software AG GB 2013. englisch

Council), Roland Schley (employee of Software AG), Martin Sperber-Tertsunen (trade union secretary of IG Metall) and Karl Wagner (employee of Software AG). The guidelines for the work of the Supervisory Board of Software AG are described in the Rules of Procedure of the Supervisory Board. In addition to the duties and powers of the Chairman of the Supervisory Board, they define the structure of meetings, the adoption of resolutions and the formation of committees. In order to efficiently carry out its duties, the Supervisory Board has four committees in addi- tion to the Mediation Committee, which is mandatory in accordance with the Codetermination Act. The Committee for Compensation and Succession Issues prepares personnel-related decisions made by the Supervi- sory Board to the extent that they affect the appointment, reappointment or dismissal of the members of the Manage- ment Board. It has four members. The Audit Committee deals with issues related to financial reporting standards, financial auditing, risk management and compliance. The Strategy Committee focuses on the preparation of and suc- cess monitoring of acquisitions, partnerships and joint ven- tures. Both committees each have six members. The Nom- inating Committee nominates qualified candidates for election to the Supervisory Board by the Annual Sharehold- ers’ Meeting. It consists of three shareholder representatives. With the exception of the Nominating Committee, all other committees are composed based on parity. In the past fiscal year, the Committee for Compensation and Succession Issues met three times, the Audit Committee twice and the Strategy Committee once. The Nominating Committee did not convene in 2013. The Management Board, Supervisory Board and committees work together closely with the objec- tive of sustainably enhancing Software AG’s value. The members of the Supervisory Board evaluate the efficien- cy of their work annually. Members complete a questionnaire to assess all areas of the Supervisory Board’s work. They discuss the results of the annual efficiency audit in detail and, if necessary, agree on measures to increase efficiency. For more detailed information on the Supervisory Board’s work and resolutions, please refer to the most recent Report of the Supervisory Board. For more detailed information, including curricula vitae, on the members of the Super­ visory Board and their committee membership, please visit The Supervisory Board defined the following goals for its membership composition: Members should be actively en- gaged in their careers and should not exceed the age of 65; they should work in the fields of ICT/media or enterprise IT and, as, an R&D board member of a large technology com- pany, they should know the needs of medium-sized enter- prises or possess in-depth knowledge in financial reporting and/or financial auditing. Moreover, 25 percent of the mem- bers should be female; members of the Supervisory Board should be familiar with the requirements and duties asso- ciated with the two-tier governance structure of German Stock Corporation Law. The composition of the Supervisory Board reflects these goals. The terms of those members of the Supervisory Board elect- ed on May 21, 2010 will end upon completion of the 2015 Annual Shareholders’ Meeting, where the actions of the Board in fiscal year 2014 will be ratified. The Supervisory Board will apply the aforementioned guidelines in preparing nominations for those elections—and any other prior elec- tions that may become necessary—as well as conduct reg- ular assessments of the guidelines in the meantime. 41 Report of the Supervisory Board Group Management Report Consolidated Financial Statements Notes Additional Information Corporate Governance