Page 6 - Hoftex Annual Report 2018 EN

6
Letter to shareholders
Group Management Report Consolidated Financial Statements
Annexes
The Annual General Meeting appointed Munich-based Deloitte & Touche GmbH Wirtschafts- prüfungsgesellschaft as auditors of the single-entity and consolidated financial statements for fiscal 2018. They audited the HOFTEX GROUP AG financial statements and the consolidated financial state- ments for the year ending 31 December 2018 as well as the Group management report, the accoun- ting system and the accounting-related internal control system and issued them with an unqualified audit certificate. Upon completion, all audit reports were immediately sent to the members of the Supervisory Board.
The Company’s auditors were present at the 20 May 2019 annual report meeting of the Supervisory Board, in which they engaged in a thorough discussion of the HOFTEX GROUP AG financial statements and the consolidated financial statements for the year ending 31 December 2018, as well as the Group management report, the Management Board’s proposal for the appropriation of the net retained profits and the audit reports. The Supervisory Board duly noted and approved the audit findings. Following the Supervisory Board’s careful review of the single-entity and consolidated financial state- ments, the Group management report and the proposal for the appropriation of profits, no objections were raised. The Supervisory Board approved and thus adopted the annual financial statements prepared by the Management Board of HOFTEX GROUP AG as of 31 December 2018. The consolida- ted financial statements and the Group management report were also adopted. The Supervisory Board endorsed the Management Board’s proposal for the appropriation of net retained profits.
Supervisory Board Report
The Management Board submitted to the Supervisory Board its report concerning the Company’s relationship with its affiliates in fiscal 2018 as stipulated by Section 312 AktG (subordinate status report) and the auditor’s report on the same. The auditor issued the report with the following un- qualified certification:
“Based on our duly performed audit and assessment, we hereby certify that:
1. Thefactualinformationcontainedinthereportisaccurateand
2. the consideration received by the Company for each legal transaction disclosed in the report was not unreasonably high.”
The Supervisory Board duly noted the report and the findings of the audit of the report, reviewed both reports and discussed the findings of each with the Management Board and the auditors. The Super- visory Board concurred with the findings of the audit of the subordinate status report prepared by the auditors.
At the end of the report, the Management Board declared that, based on the circumstances known to it at the time the legal transactions were made with these affiliates, the Company received adequate consideration for each legal transaction and neither took nor refrained from taking measures in the best interest of the controlling company. Based on the findings of these discussions and its assess- ment of the subordinate status report, the Supervisory Board raised no objections to this declaration.
The HOFTEX GROUP AG Supervisory Board and Management Board have the following changes to report:
Jacques van den Burg, the incumbent Chief Financial Officer since 1 March 2016, resigned from the Management Board effective 31 July 2018. The Supervisory Board thanks Mr. van den Burg for his de- dication and service to the company. At the same time, the Supervisory Board appointed Mr. Robert Seibold as member of the Executive Board and successor to former CFO Mr. van den Burg.
Ms. Waltraud Hertreiter resigned from her position on the Supervisory Board effective the end of the Annual General Meeting on 6 July 2018. The Annual General Meeting elected Ms. Melanie Liebert as the shareholder representative to the Supervisory Board for the remainder of the exiting member’s term of office. The Supervisory Board thanks Ms. Hertreiter for her many years of extraordinary com- mitment and service to the company.