Supervisory Board meetings and important resolutions
In the financial year 2008, the Supervisory Board held five regular and three extraordinary meetings, which with one exception were always attended by all members, either in person or via conference call. In addition, the constitutive meeting of the Supervisory Board also took place following the election of the new Supervisory Board members at the Annual General Meeting in May 2008. The Supervisory Board was informed of particularly important or urgent projects outside of the regular meetings. Where necessary, the resolutions were made via telephone conference, by connecting to Supervisory Board members who were unable to attend the meetings in person via telephone or in circular resolutions.
In addition to this, three meetings of the Personnel Committee, three meetings of the Audit Committee and two meetings of the Nomination Committee also took place, and were each attended by all committee members. Furthermore, the Chairman of the Supervisory Board met with the Chairman of the Executive Board on a regular basis to discuss specific issues. The Chairman of the Supervisory Board informed the other members of the Supervisory Board in detail about the content of the meetings with the Executive Board.
A circular resolution was also drafted on February 29, 2008 to gain approval for the acquisition of all company shares in TPC-Group GmbH, a company that operates in the field of occupational pension provision.
Following preparations by meetings of the Audit Committee, the meeting of the Supervisory Board on March 26, 2008, focused on the audit and approval of the financial statements and the consolidated financial statements as at December 31, 2007. The auditors participated in the meeting and gave detailed reports on the course and outcome of their audit of the financial statements and the consolidated financial statements. Following indepth discussion, the Supervisory Board approved the financial statements and the conreport solidated financial statements of December 31, 2007. Other significant issues that figured on the agenda of this meeting were the Supervisory Board’s proposals for resolutions to the regular Annual General Meeting of MLP AG on May 16, 2008.
The results and business development of the first quarter of 2008 were discussed at the regular meeting of the Supervisory Board on April 30, 2008.
Directly after the MLP AG Annual General Meeting, in which the members of the Supervisory Board were elected, on May 16, 2008, a constitutive meeting of the Supervisory Board at MLP AG was held, in which Dr. h. c. Manfred Lautenschläger was elected Chairman of the Supervisory Board and Dr. Peter Lütke-Bornefeld as Vice Chairman.
The results of the second quarter, the business development in the first half of the year and reporting on the status of the expansion of the risk management system and risk report were on the agenda of the regular Supervisory Board meeting on August 11, 2008.
In a meeting of the Supervisory Board held in August 2008 by conference call, the members of the MLP AG Supervisory Board were informed of the Swiss Life Group’s plans to become a significant shareholder in MLP AG. Here, the Executive Board coordinated and agreed the further course of action with the Supervisory Board.
On August 21, 2008, the MLP AG Supervisory Board approved the increase in capital stock previously agreed in the Executive Board at MLP AG through the issuing of 9,799,152 new ordinary shares from authorised capital in exchange for cash contributions to the tune of € 123,763,290.
In a resolution via telephone on September 29, 2008, the submission of a binding offer from MLP Finanzdienstleistungen AG for the acquisition of all shares in ZSH Vermittlung von Versicherungen und Vermögensanlagen GmbH & CO. KG as well as its general partner, ZSH Vermittlung von Versicherungen und Vermögensanlagen Verwaltungs GmbH, was approved.
The November meeting focused on the results of the third quarter.
At the meeting on December 11, 2008, discussion focused on the resolution on the Declaration of Compliance in line with § 161 of the German Stock Corporation Act (AktG), adherence to the regulations of the German Corporate Governance Code and ensuring compliance within the MLP Group. Detailed reports were given on corporate governance, compliance and their organisation at MLP AG and in the Group. Budget planning for 2009 was also discussed.
In the same meeting in December 2008, Dr. Peter Lütke-Bornefeld was elected as the new Chairman of the Supervisory Board following Dr. h. c. Manfred Lautenschläger’s decision to retire from this position.