2 2 The management board of TOMORROW FOCUS AG was reappointed and their service contracts extended for a further period. By taking this step, the aim of the supervisory board was to maintain longterm continuity in the management of the company. TOMORROW FOCUS was one of the main sponsors of the 2008 Digital, Life, Design, Conference (DLD) in Munich. - At the invitation of Dr Hubert Burda and Dr Joseph Vardi, key players from the worlds of art, finance, media, science and technology meet to discuss hot topics of the 21st century. JANUARY TOMORROW FOCUS agreed a marketing deal with audio marketing firm RMSi Radio Networld. To celebrate its fifteenth birthday, FOCUS made its print archives available free online. All items in the archives can now be downloaded from the FOCUS Online site at An overview of 2008 and the first quarter of 2009 TOMORROW FOCUS began marketing the healthcare portal Net- Doktor.de. AMICA Online was relaunched with additional functions and a new look. Alongside high quality editorial content covering the world of fashion and beauty, the portal now offers expert tips. TOMORROW FOCUS AG sold its internet-domain tomorrow.de for 800,000 to Tomorrow Publishing GmbH, Berlin. MARCH TOMORROW FOCUS signed an exclusive, multi-year agreement to market advertising space on travel portal expedia.de - thus making TOMORROW FOCUS the biggest German online marketing provider in the travel segment. At the Annual General Meeting of TOMORROW FOCUS AG in Munich, Germany, all agenda points were passed with large majorities. JUNE The board of directors of HolidayCheck AG appointed Friedrich von Scanzoni to the position of Managing Director International. He will be responsible for the international expansion of the hotel rating platform. As part of a capital increase, TOMORROW FOCUS AG took over 51 percent of Munichbased jameda GmbH, which operates the healthcare and physicians rating portal jameda.de. AUGUST 2008 FEBRUARY TOMORROW FOCUS acquired a 17 percent stake in London-based AdJug Ltd., which operates an international marketplace for internet advertising inventory. This stake was increased to 18 percent in July. MAY TOMORROW FOCUS Technologies expanded its portfolio to include a new video solution, that will also be used by FOCUS Online. FOCUS Online launched its new video content, in a prominent position on the website. The service includes a daily news magazine as well as stock exchange and sports news. HolidayCheck took over the domain formerly operated by online travel portal Urlaub.com. The aim is to transform Urlaub. com into a fully fledged e-commerce holiday sales platform over the course of JULY ElitePartner relaunched its website with new features including a free web magazine containing interviews with experts, singles TV, singles events and other entertaining content related to the theme of love. TOMORROW FOCUS AG acquired a 60 percent stake in Findocs GmbH, Cologne, Germany. Findocs is currently developing an innovative new finance portal which is due to go online in the first half of HolidayCheck AG launched a car hire booking portal at www. mietwagencheck.de. The service uses the latest technology and makes it easy for holidaymakers to compare prices between the major car hire firms and agencies.
3 3 The management board of TOMORROW FOCUS AG decided on a cash capital increase at an issue price of 2.80 per share. This raises the number of shares by 4,265,650 to a total of 47,122,125. NOVEMBER According to AGOF if 2008-III, TOMORROW FOCUS Sales achieved a new record for reach of million users. In total, eight of the sites operated by the quality marketing provider made it into the AGOF s TOP 100 sites. The board of directors of HolidayCheck AG appointed Jörg Trouvain as the company s new CEO. He will take office no later than 1 May Trouvain will take over from Hakan Öktem who will move to the board of directors. DECEMBER 2009 TOMORROW FOCUS AG acquired a further 14 percent of the shares in HolidayCheck AG bringing its total stake to 94 percent. Web 2.0 in print. In HolidayCheck s first hotel guide, the hotel rating portal has brought together the most popular hotels of the 2008 season. The guide is available from Amazon.de. TV SPIELFILM Online launched its redesigned website and aims to provide an even more reliable guide through the TV jungle by offering greater clarity and handy options for customisation. FEBRUARY SEPTEMBER JANUARY MARCH TOMORROW FOCUS and CHIP Xonio Online GmbH agreed to extend their partnership by a further three years under an exclusive agreement that covers the marketing of advertising space on internet portals CHIP Online, Xonio and Download CHIP.eu. TOMORROW FOCUS Sales launched a wideranging display marketing campaign. The merging of products in vertical, theme-based channels creates a new mixture of brand and performance marketing. September also saw the launch of AdJug.de, the German version of the online advertising marketplace that has already achieved great success in the UK. TOMORROW FOCUS took a stand at the 2008 Düsseldorf Online Marketing Fair and presented itself to a large number of industry visitors. CELLULAR GmbH took over responsibility for global delivery of the Vodafone Group s mobile portal. The portal (m.vodafone.com) was relaunched using the technical infrastructure provided by CELLULAR. The CINEMA Online website was completely redesigned with a new look and technical structure and now contains a host of new functions. TOMORROW FOCUS AG was again represented at the 2009 Digital, Life, Design, Conference in Munich, Germany. Reflecting the current global economic crisis, the motto of this year s conference was New Realities. TOMORROW FOCUS Sales presented an innovative tool for use by advertising customers and agencies that will allow them to focus on specific target groups during online advertising campaigns.
4 02 Key figures Consolidated revenue (external) Segments EUR million after special effects* before special effects* 74.9 change in % Portal E-Commerce Technologies Group-EBITDA Group-EBIT Group-EBT before minority interest before minority interest Earnings per share Number of employees at end of year EUR million EUR million EUR million EUR million EUR million EUR million EUR million percent EUR million / / / / / / Balance sheet total EUR million change in % Equity EUR million Return on equity percent * In the financial year 2007, the figures for consolidated EBITDA, EBIT and EBT were each boosted by approximately EUR 4.3 million as a result of various non-recurring items. Consolidated net income showed a corresponding increase of approximately EUR 2.4 million. In order to facilitate year-on-year comparison, the figures for 2007 are shown before and after these non-recurring items. Revenue per segments Portal 25.0 % E-Commerce 66.3 % Technologies 8.7 % Development of selected key figures Consolidated revenue EUR million Group-ebit EUR million 5.7 Earnings per share EUR million
5 Geschäftsbericht 2008 der Tomorrow Focus ag Werteprinzip 5 Customers, employees and innovation. It is the successful interplay between these factors that makes it possible to generate sustained, profitable growth in the interests of both the shareholders and employees of TOMORROW FOCUS. we place value on values The customer is always king Taking customer needs into account is an elementary aspect of our work. We have to create optimum added value for our customers, and we achieve this by working precisely, to deadline and delivering high quality results while remaining flexible and aware of costs. In all this, we never lose sight of our customers interests. This enables us to form lasting partnerships based on reciprocal trust with our customers. Our employees are our most valuable asset Our employees are our most valuable asset are probably the most quoted and least believed words ever uttered. TOMOROW FOCUS AG generates the majority of its revenues with the minds of its employees. That s why we are committed to breathing life into those words. We don t just demand a great deal of our employees, in our high performance culture we also provide them with specific development opportunities. We support every member of staff in the continuous improvement of their personal and professional competence, with the objective of helping them to utilise their potential to the full. We foster a corporate culture that is characterised by creative scope, flat hierarchies, open and constructive communication. Continuous innovation is a must Nothing is more constant than change. This motto is very true in the internet business. We know that innovations are absolutely essential for long term success, which is why we continually analyse and optimise our internal business processes. We also systematically benchmark all the markets where we operate and the new markets that offer us expansion potential. This ensures that we can recognise opportunities or risks at an early time and respond quickly with suitable measures thanks to our efficient organisational structure. The result is sustained and profitable corporate growth The outcome of the optimum combination of customer orientation, employee focus and innovation drive is sustained and profitable corporate growth. It delivers an adequate return on investment for shareholders and gives employees interesting work and job security. TOMORROW FOCUS AG s actions are based on a three-part value system which focuses on the key factors of customers, employees and innovation. The optimum combination of these three factors will enable us to achieve sustained and profitable growth that benefits the shareholders and employees of TOMORROW FOCUS AG.
6 06 Annual Report 2008 Tomorrow Focus ag content S Knowledge and values 05 We place value on values Letter to the shareholders Report of the supervisory board Interview with the managing board Interview with Martin Kötje The TOMORROW FOCUS share Corporate Governance Employee Profiles Reset S The Company The company in figures Did you know that...? TOMORROW FOCUS at a glance Portal Online-Marketing - new approaches Adjug - real-time marketplace FOCUS Online - from video content to record reach figures 61 Jameda - user-generated healthcare Milchstrasse Online - Stars & Lifestyle 64 Finanzen percent finance E-Commerce ElitePartner - seeking and finding love Playboy - girls girls girls HolidayCheck - higher, faster and further Technologies TOMORROW FOCUS Technologies - made-to-measure solutions Cellular - mobile worlds DLD 2009 New Realities Interview with Jochen Wegner Quotations
7 Annual Report 2008 Tomorrow Focus ag content 07 S Management report 84 Corporate structure 84 Core business and markets 85 General information Economic framework Significant measures and events Earnings, financial position and assets 96 Research and development activities Compensation report Employees 99 Events of particular significance after the reporting date Risk report Opportunity report Takeover-related disclosures 112 Declaration of the management board on 312 AktG Outlook S Consolidated financial statements Consolidated balance sheet 120 Consolidated income statement 121 Consolidated statement of changes in equity Consolidated cashflow statement Consolidated non-current assets Consolidated non-current assets Consolidated segment information Consolidated notes to the financial statement 171 Auditor s report S Miscellaneous 170 Responsibility statement Glossary 176 Index 177 Financial calendar 177 Imprint and contact
8 08 Annual Report 2008 Tomorrow Focus ag Knowledge and values Brigitte Müller, Product manager, TOMORROW FOCUS Sales
9 09 Knowledge and values 05 We place value on values Letter to the shareholders Report of the supervisory board Interview with the managing board Interview with Martin Kötje The TOMORROW FOCUS share Corporate Governance Employee Profiles Reset knowledge and values
10 10 Annual Report 2008 Tomorrow Focus ag Letter to the shareholders preface by the management board Stefan Winners, Chief Executive Officer Tomorrow Focus AG Christoph Schuh, Chief Marketing Officer Tomorrow Focus AG Dear Shareholders, In order to achieve sustained and profitable growth, we believe it is important to keep investing in forward-looking concepts that promise to generate a good return and continue to do so even, indeed especially in more challenging economic circumstances. It is a philosophy that we again embraced during the year under review. Capital expenditure in 2008 was focused predominantly on our successful e-commerce operations, although we also invested in product innovation, new areas within the Technologies segment and automated business models in the Portal segment. Additionally, we were keen to expand our content portfolio which now includes numerous video formats and interactive functions. holidaycheck has enjoyed unrivalled success in Germany. Last year, with a view to repeating this success throughout Europe, the Group invested large sums in the brand s further internationalisation in Poland, for example, where the first international booking platform began operation. holidaycheck also acquired the domain Urlaub.com and intends to transform it into a fully-fledged holiday sales platform over the course of On top of this, it created an entirely new brand in the form of mietwagencheck. de, a car hire booking portal. Last year also saw renewed investment by elitepartner, the online dating portal that has recently won several awards. As well as continuing its efforts to attract new customers, it launched a revamped website that includes a host of new service-related functions. Automated internet portals are set in our view to expand rapidly in Germany over the next few years. We therefore took the step last year of investing in three such business models. We acquired stakes in
11 Annual Report 2008 Tomorrow Focus ag Letter to the shareholders 11 preface by the management board jameda.de, a rating platform for physicians, and in findocs gmbh, which will shortly be presenting an innovative new finance portal. In addition, we are currently preparing to launch an automated news aggregator under the domain name nachrichten.de. To make sure that they reach a large audience as quickly as possible, all three sites will receive launch assistance from our flagship focus online. We established a new source of revenue in the performance-based advertising market by acquiring a stake in London-based adjug ltd. The company operates an international marketplace for online advertising inventory that perfectly complements our existing quality portfolio. Naturally, we also invested in the expansion of our online digital content portals. Both amica and cinema were completely revamped during the year under review, followed in February 2009 by tv spielfilm. As well as a new look and technical structure, all these sites now feature many interactive functions that are very popular among users. The growth in video material across all our brands of digital media content also met with a very positive response. At focus online, which introduced a plethora of new video formats, download numbers grew several times over. Knowledge and values 2008 saw substantial investment in the Technologies segment with the aim of developing new and potentially important markets. In May, it launched a highly flexible video solution for digital content websites that is already in use on a number of portals. Encouraged by the high level of demand, mobile services provider cellular decided to open a branch in Vienna from where it aims to expand into the mobile market in Central and Eastern Europe. The company also created a new sales unit in the form of cellulargames, which is devoted to providing a comprehensive range of services for the highly promising mobile gaming market. The financial year 2008 has shown that our decision to move ahead as a diversified internet group through the growth of our E-Commerce segment was the right one. The financial year 2008 has shown that our decision to move ahead as a diversified internet group through the growth of our E-Commerce segment was the right one. Whereas results in the Portal segment were affected by events in the wider economy, our expectations of the E-Commerce segment were met in full despite the difficult economic situation. The Technologies segment also delivered solid results. The success of the E-Commerce segment is predominantly attributable to the rapid growth of holidaycheck and elitepartner. Last year, for example, holidaycheck recorded over a million new contributions and photos on its German-language platform alone. The premium online dating agency elitepartner also had good reason to celebrate in 2008 with its total membership breaking through the one million mark. Both sites increased their customer numbers over the year. At the same time, they benefited from cheaper customer acquisition costs thanks to lower advertising prices.
12 12 Annual Report 2008 Tomorrow Focus ag Letter to the shareholders preface by the management board playboy easily maintained its position as the unchallenged leader in the market for men s lifestyle magazines, although both the printed and online versions were hit by the lull in advertising, especially in the fourth quarter of The advertising-based Portal segment showed early signs of the impending recession with a substantial fall in advertising orders received already in the second quarter of In response, we launched our Efficiency and Growth programme in spring 2008 with a view to reducing costs and increasing efficiency. Had we not introduced these measures, the losses would certainly have been much greater. There was good news, too, however. Our online marketing provider tomorrow focus sales won a substantial number of new customers and extended its important exclusive agreement with chip xonio by a further three years. Furthermore, the success of tomorrow focus sales can literally be measured with the sites marketed by us achieving a record number of million unique users. focus online was also in record-breaking form and reached an average 3.62 million users per month with its quality online journalism. The Technologies segment performed consistently well in Both tomorrow focus technologies and cellular ended the year with a substantial surplus. As well as providing technical support for the relaunches of several well-known digital content websites, tomorrow focus technologies extended its portfolio as part of a strategic partnership with omniture. The range of services now includes web analysis and statistics in addition to consulting, design, implementation and hosting. Cellular, a full-service provider of mobile solutions and services that bring the internet to the mobile phone, profited from the mobile internet boom and was involved in a large number of projects for bigname customers such as e-plus, red bull, samsung and vodafone. holidaycheck and elitepartner have made a promising start to the financial year Both companies have been able to exploit lower advertising prices and an already noticeable decline in competitive pressures to achieve double-figure growth. Consequently, we intend to make further prudent investments during the current year in the internationalisation of holidaycheck. Despite the poor economic situation, it is possible that the current financial year may produce more opportunities than risks for TOMORROW FOCUS AG. Having received our first bookings for the year in the Portal segment, we remain cautiously optimistic, despite the difficult conditions, that we can draw on our position as one of the leading marketing providers to increase our market share. At the same time, we are working hard to implement process and cost optimisation measures, including staffing adjustments, in unprofitable areas. As a result, investment in the Portal segment will essentially be limited to measures aimed at establishing and expanding our automated portals and achieving further increases in reach at focus online.
13 Annual Report 2008 Tomorrow Focus ag Letter to the shareholders 13 preface by the management board The current market environment has led to a significant easing of competitive pressures and created the right conditions for our cautious growth strategy. Despite the poor economic situation, it is possible that the current financial year may produce more Knowledge and values opportunities than risks for tomorrow focus ag. In any event, we are confident that the current situation will allow us to lay the foundations that will in turn see us emerge from this crisis as one of the winners in the long-term. In order to do so, our focus for 2009 will be on strict cost management and targeted investments in those transformation markets that offer considerable potential for growth. Yours sincerely, Stefan Winners Chief Executive Officer Christoph Schuh Chief Marketing Officer Vita of the Management Board Stefan Winners, CEO After completing his studies with a Master s degree in business administration, Diplom-Kaufmann Stefan Winners (*1967) was employed as a consultant for Roland Berger in Munich. From 1994 to 1998 Winners served as director of sales and customer service at Heinze GmbH in Celle, a company belonging to the Bertelsmann Group. Following this, he joined awk Aussenwerbung in Koblenz, where he managed the marketing and sales division from 1998 to From March 2000 to June 2005 Winners was employed as managing director at CyPress GmbH in Höchberg near Würzburg, a company belonging to Vogel Business Medien GmbH & Co. KG, where he was also a member of the board. Winners is currently the CEO of TOMORROW FOCUS AG, a position he has held since June 16, Winners is also Chairman of the Board of Administration of the HolidayCheck AG in Kreuzlingen, Switzerland and Member of the Board of Directors of the Playboy Publishing GmbH, Munich. Christoph Schuh, CMO Christoph Schuh (*1964) graduated in management studies in Cologne with a Diplom-Kaufmann degree before starting his career in 1991 as a management assistant at the VOX TV station. Until 1994 he was in charge of marketing services there. He then joined Verlagsgruppe Milchstrasse, developing the media marketing and online marketing department, of which he was in charge until he moved to TOMORROW Internet AG. With the foundation of TOMORROW Internet AG in 1999 he took over as Chief Marketing Officer. Since 21 December 2001 Christoph Schuh has been Chief Marketing Officer at TOMORROW FOCUS AG.
14 14 Annual Report 2008 Tomorrow Focus ag Report of the Supervisory Board report of the supervisory board Dr. Paul-Bernhard Kallen, Chairperson Tomorrow Focus AG Dear Shareholders, 2008 was a year of crises, most notably the global financial crisis which became a global economic crisis in the autumn. TOMORROW FOCUS AG felt the impact of the crisis in Digital Marketing in the form of sluggish advertising bookings. Fortunately, the Technology and E-Commerce business divisions were able to buck the general economic trend and record very positive results. Overall, the results and result margins were fair, despite the background of a recession. A reasonable success, in my opinion, which can be attributed to the rigorously implemented diversification strategy. Overview of the Supervisory Board s activities TOMORROW FOCUS AG s Supervisory Board performed the activities incumbent upon it under German law and the company s articles of association during the 2008 financial year. It provided regular advice to and diligently supervised the activities of the Management Board. The Supervisory Board was directly involved in all decisions of fundamental relevance for the company. The Supervisory Board s monitoring activities are based on the Management Board s regular written reports and verbal accounts in which the Management Board provides timely and comprehensive information to the Supervisory Board concerning, in particular, the business plan, the course of business operations, strategic developments and the company s current situation. All deviations from the business plan are explained to and discussed with the Supervisory Board. The Management Board agreed on the company s business strategy in consultation with the Supervisory Board. The Supervisory Board thoroughly examined and discussed all business which is significant for the company on the basis of the Management Board s reports. In addition to the single-entity and consolidated financial statements for the year ending 31 December 2007, significant business includes, in particular, the preparations for the shareholders meeting in 2008, the appointment of an auditor for the 2008
15 Annual Report 2008 Tomorrow Focus ag Report of the Supervisory Board 15 report of the supervisory board financial year, important acquisition and divestment projects such as the shareholdings in Adjug Ltd., Jameda GmbH und Findocs GmbH, and the sale of the domain The Supervisory Board also dealt at length with the successful capital increase against cash contributions in late autumn. Outside the regular Supervisory Board meetings, the Chairperson of the Supervisory Board was in close contact with the Management Board several times a month in order to remain up to date on the development of the business situation and significant business transactions. The Chairperson of the Supervisory Board also held separate strategy meetings with the Management Board to discuss the outlook and future strategy of the individual business lines and transactions. The Management Board s proposals for resolution were all approved by the Supervisory Board after thorough examination. A total of four regular Supervisory Board meetings were held on 20 March 2008, 10 June 2008, 28 August 2008 and 2 December In addition, two extraordinary meetings were held on 16 January 2008 and 18 November A further six decisions were taken by written resolution procedure. Knowledge and values Personnel changes There were no personnel changes in the Management Board or Supervisory Board in the 2008 financial year. Committees No committees were formed. Main issues discussed by the Supervisory Board The main issues discussed at the regular Supervisory Board meetings were the development of revenue, profit and employment levels and the financial position of TOMORROW FOCUS AG and the Group. Other issues discussed included major acquisition and investment projects, such as Adjug, Jameda, Findocs and the internationalisation of HolidayCheck, as well as a results assurance programme for TOMORROW FOCUS Portal GmbH and TOMORROW FOCUS Technologies GmbH. The Management Board provided regular and comprehensive reports detailing the business plan, the course of business operations, strategic developments and the Group s current situation. At the extraordinary Supervisory Board meeting of 16 January 2008 the Supervisory Board resolved to reappoint CEO Stefan Winners, prior to expiry of his office term, and to extend his contract by a further 5 years to 31 December Christoph Schuh, the CMO with responsibility for marketing and sales, was also reappointed before expiry of his term of office. His contract to 31 December 2008 was extended by a further 5 years to 31 December The Management Board also reported in detail on the possibility of a minority stake in Adjug Ltd., an automated market place for online advertising. The Supervisory Board approved, subject to a positive outcome of the due diligence process, the entry into negotiations for and conclusion of a purchase contract for a 17 percent stake in Adjug Ltd. In addition, the Supervisory Board created its own rules of procedure.
16 16 Annual Report 2008 Tomorrow Focus ag Report of the Supervisory Board report of the supervisory board At the Supervisory Board meeting of 20 March 2008, the Supervisory Board listened to a report on the development of the company s business in 2007 and examined the TOMORROW FOCUS AG and Group s financial statements and combined management report for the year ending 31 December The development of the TOMORROW FOCUS Group was also discussed at great length. In this respect, the Management Board presented the Supervisory Board with specific plans for a programme to increase the efficiency of the Portal and Technologies divisions - a move which was expressly welcomed by the Supervisory Board. Other core topics included the status of the internationalisation strategy at HolidayCheck AG and its financing, as well as the current business performance of EliteMedianet GmbH against a background of increased marketing expenses. The Management Board also reported on an offer regarding a stake in a new type of automated exchange and finance portal currently under development. The Supervisory Board approved the entry into initial talks on the investment. On 20 May 2008, in a separate written resolution procedure, the Supervisory Board approved a share deal subject to a positive outcome to the purchase negotiations. The Supervisory Board then approved the agenda of the 2008 annual general meeting of shareholders. At the meeting of 10 June 2008, one day before the annual general meeting of shareholders, the Management Board reported on the TOMORROW FOCUS Group s current market development and situation. In particular, the Board Members looked at the unsatisfactory business performance in the Portal segment and in this respect presented initial implementation proposals that were drafted in connection with the aforementioned results assurance programme. Amongst other things, the Supervisory Board was presented with a concept for performance marketing of the existing brand portfolio. The Management Board also explained the business performance of the minority holding Adjug Ltd. and presented its product roadmap. In addition, the Supervisory Board received a very comprehensive report produced by the Management Board on the current contract negotiations regarding a majority stake in Jameda GmbH, the operator of a physician rating portal. The Supervisory Board had given its approval to the Management Board in this respect on 20 May 2008 as part of the decision, by written resolution procedure, to enter into a purchase agreement subject to a positive outcome to the purchase negotiations. The Supervisory Board also passed a resolution - following an intensive discussion of the successful prospects - on the development of an automated news portal at the Internet domain de. At the meeting held on 28 August 2008 the Supervisory Board was given a report on, amongst other things, the current business performance. The Management Board also explained to the Supervisory Board the financial planning of TOMORROW FOCUS AG for 2008 to 2012, which the Supervisory Board approved following close scrutiny. The Management Board also presented specific proposals for implementation of the results assurance programme. These were also approved by the Supervisory Board after a discussion in detail. The Management Board also submitted to the Supervisory Board the plans for internationalisation of
17 Annual Report 2008 Tomorrow Focus ag Report of the Supervisory Board 17 report of the supervisory board HolidayCheck AG for 2008 to The Supervisory Board approved the proposed strategy and also the provision of the necessary resources. Finally, the Supervisory Board approved a one percent increase in the stake in Adjug Ltd. to 18 percent. On 18 November 2008, at an extraordinary Supervisory Board meeting, the Supervisory Board approved the implementation of a capital increase out of authorised capital. The company s share capital was increased by some EUR 4,265,650, from EUR 42,856,475 to EUR 47,122,125, by issuing 4,265,650 new notional no-par-value shares in exchange for a cash contribution, excluding the shareholders subscription right. At an issue price of EUR 2.80 per share, the company received around EUR 11.9 million. In the meeting of 2 December 2008, the Management Board reported to the Supervisory Board on the possible impact of the ever more acute economic situation on the individual business divisions. The Supervisory Board also dealt in depth with the amendment to the German Corporate Governance Code of 6 June It approved the declaration of conformity for the 2008 financial year and discussed the efficiency of its activities in accordance with the Code s recommendations. The 2008 business plan for TOMORROW FOCUS AG and the Group was presented by the Management Board, discussed in detail and then approved by the Supervisory Board. Knowledge and values Corporate governance No member of the Supervisory Board has attended fewer than half of the Supervisory Board meetings. No conflicts of interest of the members of the Supervisory Board arose in connection with their membership of the TOMORROW FOCUS AG Supervisory Board. The Supervisory Board examined the efficiency of its activities pursuant to the German Corporate Governance Code requirement at its meeting of 2 December The Management Board and Supervisory Board made a joint declaration of conformity pursuant to section 161 of the German Stock Corporation Act (Aktiengesetz, AktG) on 2 December The declaration was published in the electronic Federal Gazette (Bundesanzeiger) and on the company s website. Reference is also made to the Corporate Governance Report information included in the Annual Report Annual financial statements and consolidated financial statements TOMORROW FOCUS AG prepared its annual financial statements in accordance with the statutory requirements of the German Commercial Code (Handelsgesetzbuch, HGB). The consolidated financial statements and the Group management report were prepared in accordance with the International Financial Reporting Standards (IFRSs). The auditing firm, PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft (PwC), Frankfurt am Main, Germany, Munich office, audited the annual financial statements and the management report of TOMORROW FOCUS AG for the financial year from 1 January to 31 December 2008, the consolidated financial statements and the Group management report for the same financial year. The auditor was requested, at the time of its appointment, to place the main emphases of the audit
18 18 Annual Report 2008 Tomorrow Focus ag Report of the Supervisory Board report of the supervisory board on realised revenue and its assignment to accounting periods, an assessment and review of the internal control system, the value of assets, the follow-up consolidation of the shares in EliteMedianet GmbH and HolidayCheck AG, and the reporting of deferred taxes. Pursuant to section 317 paragraph 4 of the German Commercial Code (Handelsgesetzbuch, HGB), the auditor carried out an investigation and found that the Management Board has put in place a monitoring system, and that the company fulfils the statutory requirements for early detection of risks jeopardising the existence of the company, and that the Management Board has taken suitable steps to identify developments and counteract risks at an early stage. The auditor submitted to the Supervisory Board the declaration of independence required under the German Corporate Governance Code and disclosed to the Supervisory Board the audit and consultancy fees incurred in the relevant financial year. The auditor detailed the audit principles in the audit report. It ascertained that TOMORROW FOCUS AG complied with the statutory requirements of the German Commercial Code (Handelsgesetzbuch, HGB) and/or IFRSs. The auditor did not raise any objections in connection with the audit. The annual financial statements and the consolidated financial statements received the auditor s unqualified approval. The annual financial statements, consolidated financial statements, management report and group management report, and the auditor s report were submitted to all members of the Supervisory Board. The financial statements were discussed in detail at the Supervisory Board s balance sheet meeting of 26 March 2009 in the presence of the auditor, who also provided a report. The issues discussed at this meeting included the findings of the audit of the company s internal control system and IT infrastructure, the acquisition of shares in EliteMedianet GmbH and the value of assets. The annual financial statements, the management report, and the consolidated financial statements and Group management report were presented to the Supervisory Board for examination. The Supervisory Board examined, in particular, the acquisition of further shares in EliteMedianet GmbH and the purchase price allocation in connection with the acquisition of the company. The Supervisory Board also examined the accounting of the put and call options in connection with the acquisition of shares in EliteMedianet GmbH and HolidayCheck AG. No objections were raised after conclusion of this examination. Thus the Supervisory Board approved the result of the examination at its meeting of 26 March The annual financial statements and consolidated financial statements, which were prepared by the Management Board, were endorsed and adopted by the Supervisory Board. The Supervisory Board approved the management report and the Group management report and agreed with the assessment of the company s future development. Annotation to the audit of the dependency report pursuant to section 314, paragraphs 2 and 3 of the German Stock Corporation Act (Aktiengesetz, AktG) The Supervisory Board also examined the TOMORROW FOCUS AG Management Board s report pursuant to section 312 of the German Stock Corporation Act (Aktiengesetz, AktG) on the disclosure of relatedparty transactions in the 2008 financial year (dependency report).
19 Annual Report 2008 Tomorrow Focus ag Report of the Supervisory Board 19 report of the supervisory board The Supervisory Board examined this report and no objections were raised. The Management Board explained the advantages and possible risks associated with the transactions specified in the dependency report to the members of the Supervisory Board, who then examined them and weighed them up. The Supervisory Board also requested an explanation of the principles according to which the services provided by the company and the consideration received are determined. Knowledge and values The auditor also examined the dependency report and issued the following audit certificate: In accordance with our duty bound audit and judgement, we confirm that 1. the actual information contained in the report is accurate, 2. and that in terms of the legal transactions shown in the report that were conducted under the circumstances known at the time, the performance of the company was not inappropriately high. The auditor submitted the audit report to the Supervisory Board. The dependency report and audit report were made available to the Supervisory Board in good time. The Supervisory Board, for its part, examined the Management Board s dependency report and the auditor s audit report. The Supervisory Board agreed with the audit findings and approved the report based on its own examination. Thanks The Supervisory Board would like to thank the Management Board and all employees of TOMORROW FO- CUS AG for their excellent work in 2008 in what was a difficult market environment, and wishes the management and employees the very best of success in Munich, Germany, March 2009 On behalf of the Supervisory Board Dr. Paul-Bernhard Kallen Chairperson
20 20 Annual Report 2008 Tomorrow Focus ag Interview with the management board interview Stefan Winners, Chief Executive Officer Christoph Schuh, Chief Marketing Officer
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