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Main focus of advice and monitoring activities in 2012

The Supervisory Board met at four regularly convened meetings in financial year 2012 on 14 March, before the annual general meeting on 9 May, on 23 August and 22 November 2012. As a result of the need for consultation at short notice, two additional extraordinary meetings were held on 22 February and 27 March 2012.

As in previous years, progress reports on the status of implementation of the “complus” programme remained a central topic. Here, we obtained extensive information on the further development of the range of products and services offered by comdirect bank AG. The Board of Managing Directors kept us continually informed with regard to the various projects carried out in 2012, such as the expansion of mobile banking and redesigned Visa card. Another focus was the strategic further development of ebase and the B2B business line and the extension of its range of products and services for asset management for example. In addition, together with the Board of Managing Directors, we continued our discussions on the future strategy following the scheduled completion of “complus” in 2013.

As part of our deliberations, we obtained information on the bank’s development on the basis of the medium-term planning and also looked at the agenda for the following year. Moreover, the Supervisory Board regularly examined the risk status of the bank, with the focus here on discussion of the overall risk strategy in line with the minimum requirements for risk management (MaRisk). Other issues dealt with by the Supervisory Board additionally included the draft agenda for the annual general meeting on 9 May 2012 and the proposals to the annual general meeting.

Furthermore, the comdirect bank's Board of Managing Directors kept us informed about the performance of key indicators and their impact on the bank's earnings situation, financial situation and assets. In this context, we also monitored the market and competitive environment of comdirect bank. The Change in the Board of Managing Directors was another subject discussed.

In addition to the ordinary meetings, the Supervisory Board adopted resolutions based on the recommendations of the Presiding Committee in two extraordinary meetings and in discussions by means of conference calls. These related to

  • the stipulation of the variable compensation component for the members of the Board of Managing Directors for financial year 2011,
  • the approval of the rescission of the appointment and employment of Carsten Strauß as a member of the Board of Managing Directors.

Moreover, the Supervisory Board used the written circulation procedure to endorse the updating of the Declaration of Compliance with the German Corporate Governance Code, as well as a change in the allocation of duties and deputy arrangements for the Board of Managing Directors of comdirect bank AG as of 1 November 2012. Based on the recommendation of the Presiding Committee, the Supervisory Board specified the criteria for assessing the variable compensation component for the Board of Managing Directors for financial year 2013 and approved the appointment of Ulrich Hegge as an executive manager.