Company Information System (CIS) User Manual_EN_V6.… · • Kommanditgesellschaft (KG)...

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Responsible: Arne Au Document version: 6.0 Last changed: 09/9/16 Company Information System (CIS) User Manual

Transcript of Company Information System (CIS) User Manual_EN_V6.… · • Kommanditgesellschaft (KG)...

Page 1: Company Information System (CIS) User Manual_EN_V6.… · • Kommanditgesellschaft (KG) [“limited commercial partnership”] • GmbH & Co KG ... End company Liquidation, merger,

Responsible: Arne Au

Document version: 6.0

Last changed: 09/9/16

Company Information System (CIS) User Manual

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Table of Contents

List of Figures 5

1 Introduction 6

1.1 Overview 6

1.2 Legal Principles 6

1.3 Data Structure 7

1.4 Resolution Concept 8

1.5 History Concept 10

1.6 Technical Concept 10

Web-based Application 10

Analysis Model 11

2 Roles and Rights 12

2.1 Rights Concept 12

2.2 Node Structure 12

2.3 Centralized/Decentralized Data Maintenance 12

Approver 13

Read Rights 14

Maintenance Rights 14

Registration Form 14

2.4 Multiuser Concept 14

3 Working with CIS 16

3.1 Log in to CIS 16

3.2 CIS Start Page 16

3.3 CIS Workspace 17

3.4 Journal 18

Log Entries 18

User-specific Tasks 18

3.5 Icon Overview 19

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3.7 Access Data 23

Search Functions 24

Filter Functions 25

Show Master Data 26

Show Other Company Data 27

Show Bodies 29

Show Person 30

3.8 Maintain Data 32

4 Manage Companies 33

4.1 Create Company 33

Preliminary Note 33

Step 1: Enter Legal Master Data 33

Step 2: Enter Address 34

Step 3: Enter Capital Stock 34

Step 4: Assign Bodies and Functions 36

Step 5: Check Data 37

4.2 Edit Company 38

Preliminary Note 38

Differentiation: Correct and Add/Change 39

Edit Short Name 40

Edit Address 40

Manage Function Assignments 41

Increase Capital 44

Set Resolution to Effective 46

4.3 End Company 46

Preliminary Note 46

Process Liquidation 47

Process Merger 52

Process Sale 56

5.1 Create Person 60

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Preliminary Note 60

Step 1: Enter Personal Data and Master Data 60

Step 2: Make Function Assignments 61

Step 3: Check Data 62

5.2 Edit Person 63

Edit Personal Data and Master Data 63

Edit Function Assignments 64

6 Edit Tax Office 67

7 Edit Auditing Company 68

8 Working with Reports 69

8.1 Show Reports 69

8.2 Completeness Check 72

8.3 Release Completeness Statement 73

8.4 Flexible Company Info 75

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List of Figures

Figure 1: Resolution concept 9

Figure 2: Analysis model 11

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1 Introduction

1.1 Overview As the Otto Group continues to grow, the companies of the group acquire and form new companies and in some cases terminate existing business activities through liquidation.

The continuous changes within the structure of the Group necessitate to provide the Fi- nance Division constantly with updated information on the companies and their interde- pendences.

The Company Information System (CIS) is a central information system for the entire Fi- nance Division of the Otto Group as well as its subsidiaries and affiliates. It supports the process of keeping this information up to date and correct.

1.2 Legal Principles A company is understood to be an association of persons based on a legal transaction for pursuing common interests. The laws regulating the company law provide a large number of different legal forms for a company. The following types of companies are particularly important:

• Gesellschaft mit beschränkter Haftung (GmbH) [“ltd.”]

• Kommanditgesellschaft (KG) [“limited commercial partnership”]

• GmbH & Co KG

• Offene Handelsgesellschaft (OHG) [“general commercial partnership”]

• Gesellschaft bürgerlichen Rechts (BGB-Gesellschaft) [“civil law association”]

• Aktiengesellschaft (AG) [“stock corporation”]

• Kommanditgesellschaft auf Aktien (KGaA) [“commercial partnership limited by shares”]

Since the GmbH is the prevalent legal form in the Otto Group, this manual uses the specific legal terms used in German to describe company capital, which can be translated as capital stock, capital contribution and shares. These terms (which are specific to the legal form of the GmbH) are defined below.

The term capital stock denotes the amount established in the Articles of Association of the company representing the particular obligations of shareholders to contribute and

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1 Introduction

maintain a certain level of capital in order to protect the interests of the company’s cred- itors. The capital stock itself is divided into the original capital contributions that the share- holders pay into the company they have founded. The investment interest acquired as a result of making an original capital contribution is referred to as the investor’s share in the company. It embodies all the rights and obligations of the shareholders.

The life cycle of a company is essentially determined by four processes:

1. Formation

2. Liquidation

3. Insolvency

4. Conversion by transfer (merger)

The formation process creates the company, whereas the liquidation process and the merger process lead to the termination of the company. The insolvency process can either lead to the termination of a company or, by recapitalization, to its revival.

1.3 Data Structure In CIS, companies are created as central units. For every company, basic legal information is entered, e.g. the registered company name, the location of the registered office, the business object, the address, the capital stock, the legal representative, the percentage of ownership of the various shareholders, tax-relevant information and information related to group accounting.

Besides this data, CIS also tracks the contractual relationships between the companies. In particular, it is possible to enter management control agreements, profit and loss transfer agreements, loss absorption undertakings, and intercompany affiliations for tax purposes. The parties to such contracts are always two companies entered in CIS.

Another form of interdependence between one or more companies is represented by the information requirements that represent contractual relationships or agreements within the group or with third parties. An example would be letters of comfort.

Besides companies, persons are another central component of the CIS application. The personal information of every relevant person and the person’s assignment to a primary company are entered in CIS. Persons may also be assigned to a company, both as a direct shareholder or trustee, in connection with the performance of a function. With regard to the function assignments of a person, a distinction is made between legal functions, e.g. Managing Director or Chairman of the Managing Board, and functions that are more eco- nomic in nature, e.g. Head of Accounting.

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A company is assigned to a sub-group in accordance with the group’s structure. Every company is assigned to at most one sub-group. A sub-group consists of many companies. Sub-groups are combined into groups, a group can consist of many sub-groups. One sub- group can be assigned to only one group.

The auditor represents an auditing company, which audits the annual financial statements of one or more companies. An auditing company is identified by name and address.

The existing interdependences between the companies of the Otto Group are divided into contractual and capital interdependences. The contractual interdependences are repre- sented by management control agreements, letters of comfort, profit and loss transfer agreements, intercompany entities for tax purposes and loss absorption undertakings. The equity investment of one company in another company is represented by the term Investment.

1.4 Resolution Concept In the context of legal acts, the statuses “resolved” and “in effect” are differentiated. Changes are first resolved and later legally effective, e.g. editing the name of a company by registration in the commercial register.

From the user view, changes to company master data should be entered into CIS as early as possible. Therefore, changes are entered into CIS already at the time of the resolution authorizing the changes.

The different statuses of a change are represented by entering two different dates: the resolution date and the effective date. Changes are first entered into CIS by specifying the resolution date. As soon as the change takes effect in the legal sense, the user will subse- quently enter the effective date of the change.

The following diagram illustrates the procedure described above. The change in question takes legal effect when it is registered with the commercial register.

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Figure 1: Resolution concept

However, the resolution concept does not apply to all changes entered in the CIS applica- tion, because certain events (e.g. the change of a company’s address) take effect imme- diately at the time of the resolution authorizing the change. Such changes are entered in CIS with only one date, which represents both the resolution date and the effective date.

The following table contains all events that are subject to the resolution concept. Basically, all changes related to the articles of association of a company are entered with the reso- lution date and the effective date.

Event Description

Create company A newly entered company is initially marked as “resolved”. The reso- lution date is entered in the field date of establishment. The for- mation takes legal effect when it is registered with the commercial register (date of first entry).

Basic information Registered company name, location of registered office, etc.

Change capital Increase or decrease in the company’s capital.

Redistribute capital Redistribution of the company’s capital. The total of shares remains constant.

Convert currency Conversion of the currency in which the company’s capital is denomi- nated.

End company Liquidation, merger, or sale of a company

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1.5 History Concept In the course of time, the information entered into CIS with regard to a company, func- tions, etc., are subject to changes. Thus, the name of the company or its legal form may be changed.

For the users, however, not only the current status of a company is important, but also its life story, i.e., the history of the company. For this reason, the company's entire develop- ment, from its formation to its liquidation, is stored in the application.

To ensure this, all the data entered into the application must be marked with a date. The date must be entered by the user. Within the application, the following three dates are differentiated:

Date of change Date of change in CIS (time stamp)

Date of resolution Date of the resolution authorizing the change (e.g. change of the registered company name)

Date of effect Date of legal or economic effect

Besides providing access to the complete history of a company, the application also ena- bles the user to analyze the dataset with reference to any chosen date. Therefore, all in- formation must be entered with a validity period, i.e. a validity start date and end date must be entered into CIS.

1.6 Technical Concept

Web-based Application The CIS application is launched in a browser (ideally, Internet Explorer Version 7.0). Work- ing within the browser offers the advantage that many users in different locations and on different computer systems can use the application simultaneously.

When working with the browser, however, slight delays can occur as each page of the application is loaded into the browser. The page loading status can be seen in the status display bar (the blue bar below the browser window). The page is reloaded when entries are confirmed or navigation features activated. The loading process can also be triggered by changes in the selection fields.

Other reasons such as the network connection or complex queries can also cause delayed system reaction times.

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Furthermore, users who have not made any entries for approx. 30 minutes will have to log in again.

Analysis Model

Figure 2: Analysis model

Caution! Any entries that were not saved before the automatic logout will be lost.

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2 Roles and Rights

2.1 Rights Concept CIS requires a differentiated rights concept because in CIS, all master data of the compa- nies of the Otto group is available and locally distributed. The rights concept allows to assign different function rights to users on object level (i.e. companies).

Function rights control the operations that can be executed by a user (e.g. make capital change, create company).

Data rights control the objects (i.e. companies) on which the user can execute the oper- ations (functions).

Within the rights system functions are combined to roles. Roles can be assigned to one or more users as a function package.

Besides, read rights and maintenance rights are differentiated. A differentiation on com- pany level can also be made for only read rights.

2.2 Node Structure Data rights are displayed in a tree structure that is in line with the IAS consolidation hier- archy. The tree contains nodes for single companies and group nodes for subtrees, i.e. several companies. Non-consolidated companies are displayed beneath their largest shareholder.

The release of companies is done by assigning a single company or complete subtrees to users.

2.3 Centralized/Decentralized Data Maintenance The data maintained in CIS is mainly legal data; CIS also contains tax, finance, and account- ing data. Therefore, the data is centrally and locally maintained by different divisions:

• FI-RK (Referat Konzern-Recht/unit group law), there RK-JR (Juristisches Ref- erat/legal unit)

• FI-KR (Direktion Konzern-Rechnungswesen/directorate group accounting)

• FI-RS (Referat Konzern-Steuern/unit group tax)

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• FI-KF (Direktion Konzern-Finanzen/directorate group finance)

All legal and tax data of the German and the foreign companies in CIS is centrally main- tained from the Otto GmbH &Co. KG by the employees of the legal unit and the tax unit. The finance and accounting data is maintained by the companies themselves. The follow- ing exceptions apply:

• Short names can only be changed by the group accounting of the Otto GmbH & Co. KG.

• The companies 3 Suisses, Otto UK, Crate and Barrel, and EOS maintain their legal data by themselves.

The data maintenance is split as follows:

Area Legal Tax Accounting Finance

German companies Centralized/ FI-RK

Centralized/ FI-RS

Decentralized/ group company

Decentralized/ group company

Foreign companies Centralized/ FI-RK

Centralized/ FI-RK

Decentralized Decentralized

3 Suisses group, Otto UK group, Crate and Barrel group, EOS group

Decentralized Decentralized Decentralized Decentralized

Approver User forms must be approved by the managing director of the affected company or com- pany group.

Rights for the complete Otto group or the Otto GmbH & Co. KG must be approved by the following persons:

Organizational assignment of employee to be authorized

Approver

V-FI Responsible Director

OTTO accounting (OSSG and SE-FC-RW) Mr. Sproten

Revision Dr. Jaeniche

HVD (HVD management)

All other divisions Dr. Jaeniche

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Read Rights

Users who should not edit any data in CIS get read rights only. The read rights may apply to all companies of the Otto group or to specific companies only.

Maintenance Rights Maintenance rights always apply to specific companies and data the respective user is al- lowed to edit. Therefore, an employee can have different maintenance/function rights (= operations) for different companies (= objects).

The maintenance rights are specified like the data areas and bundle multiple functions:

• Konzern-Recht (group law)

• Konzern-Rechnungswesen (group accounting)

• Konzern-Steuern (group tax)

• Konzern-Finanzen (group finance)

Registration Form To register a new user or edit or end the rights of an existing user, the registration form has to be filled in. The registration form can be found in the ottogroupnet.

Besides the data of the respective user you have to specify in detail for which company which rights should be granted.

2.4 Multiuser Concept CIS was designed as a Web application. Web technology allows for the worldwide distri- bution of the application and makes it possible for more than one user to access the func- tions and data records.

The following applies:

• Display functions: Many users can simultaneously access the data records without any restrictions.

Note: To setup a user, a fully completed registration form that is signed by the man- ager is needed.

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• Maintenance functions (changes and corrections): Only one user at a time can use

a specific maintenance function for a specific company. Once a user uses a mainte- nance function (e.g. edit address), this function is – related to the same company – blocked for all other users. (The users get an according error message.)

The user can remove the block as follows:

• He or she exits the maintenance function by clicking the button Cancel.

• He or she enters and saves the change or correction.

• He or she selects another maintenance functions from the current submenu.

CIS releases the blocked functions automatically after 10 minutes. At this point, it will no longer be possible to save changes or corrections that have already been en- tered. This automatic release feature is necessary so that multiple users do not block each other at the same time (because blocked functions were not actively released, for example).

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3.1 Log in to CIS The CIS application can be accessed with the following link:

• German version:

https://cis.ottogroup.com/cis/benutzerAnmelden.do

• English Version: https://cis.ottogroup.com/cis/benutzerAnmelden.do?language=EN?language=EN

3.2 CIS Start Page After starting the CIS application, the start page opens from where all processing steps can be executed. By default, the Journal is displayed where all changes which should be carried out or should be taken notice off are contained (see section 3.4, Journal).

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3.3 CIS Workspace The workspace is divided into the following areas: navigation area; work area, header area, and submenu. The functions available to you depend on the rights that are assigned to you.

To illustrate the individual areas of the work interface, the following selection was made: Edit company > Legal master data with company „Company A“.

In the navigation area you find the menus and submenus:

Menu entry The menu entry contains submenus.

• Submenu entry The page is loaded into the workspace.

The work area contains the header area in which the company’s master data is displayed. In some cases, additional submenus relating to the data record displayed in the work area can be selected from the area below the header area. Depending on the selection, other functions – such as detail views – are available in the work area.

The buttons in the work area can be used to confirm entries, update the page or move back to previous pages.

Note: The scope of functions available for a user always depends on the user’s author- ization status.

Note: The yellow highlighting of a button indicates a storage process that changes the data thus accessing the data base.

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To ensure the consistency of the displayed data, please use only the CIS work interface and its navigation buttons. Do not use the browser navigation.

3.4 Journal To access the journal select the menu Journal. The journal is automatically displayed after login.

Within the CIS application, the journal performs a dual function. Besides the so-called log entries, it also contains user-specific task entries.

Log Entries The log entries track the history of all significant changes made within the CIS application, including, for instance, the changes made to company information, function assignments, and contracts. For every change, a journal entry indicating the time and type of the change, the company affected, and the user making the change is generated.

User-specific Tasks Besides the log entries, the journal also contains user-specific task entries. These entries represent tasks which are to be performed by the user logged on to CIS at a given time.

Tasks are automatically generated as soon as a new company is entered into CIS. They serve to inform users who are responsible for entering supplementary data (e.g. economic data or tax-related data). Additionally to the task entries, the user also receives an e-mail with a reminder of the maintenance tasks that need to be performed.

As soon as a user completes a task by entering the data for the company in question, the task is marked in the journal as being completed. If more than one user receives the same task, the task is considered completed for all users as soon as one of them has completed it.

The journal can be filtered by date, status, task, or log entry.

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3.5 Icon Overview

Set a filter

Opens a new dialog window in which you can set filters for selecting companies.

Update

Loads the current data record after filtering for a specific company. Alternatively, you can click the button Update.

Show more infor- mation

Displays more information in some submenus, e.g. for re- porting requirements.

User info

Displays information on the user who entered the data into CIS.

Mandatory field

Indicates if the field has to be filled to save the data.

Correct

Switches to the correction/change mode of the specific data record.

Note: CIS differentiates between correct and add. Correc- tions change an existing data record, whereas „real“

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changes (additions) create (add) new data records. This en- sures that all changes can be tracked in the history of a com- pany.

Exit/End assign- ment

Ends existing contracts or function assignments.

Deleta data record

Deletes the complete data record, i.e. all data and the his- tory is deleted from the database. For this reason, the func- tion should be used very restrictively and only in the case of faulty insertions.

Example: To end a function assignment, use the End assign- ment icon. The history than shows how long the person has fulfilled the function. If you use the Delete icon instead, ac- cording to CIS the person has never fulfilled the function.

Decided change The change is decided i.e. a decision date but no effective date exists for the change.

Effective change The change is effective i.e. a decision date and an effective date exist for the change.

3.6 Function Overview The following table lists all the functions available in the CIS application. For each function, the function name and a short description are provided. The descriptions are divided into topic areas (e.g., Create, Edit or View).

Function name Description

Generell

Journal Displaying the journal with log and task entries

Create

Create company Creating a company

Create consolidation group Creating a consolidation group with the consolidation units and consolidation groups assigned to it

Create person Creating a person including his or her function assign- ments

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Function name Description

Edit company – non resolution data

Short name Editing the short name

Legal master data Editing the legal master data

Business address Editing the company’s address

Segment assignment Editing economic information such as segment and com- pany size.

Auditing company assignment Assigning the auditing company and audit director; creat- ing a new audit company

Consolidation data Editing the general master data of consolidation units; creating and assigning consolidation units to companies

Tax information Entering tax-related information on companies; entering and assigning tax offices

Element assignment Assigning directors and officers to companies (e.g. senior management, managing board)

Equity invested in group Entering the group investment of Otto (GmbH & Co. KG) in the given company

Legal risk management Entering and editing the risk and the risk estimation

Note: This function is currently not in use.

LEI (EMIR) Entering and editing the legal entity identifier

Edit company – resolution data

Basic information Editing the registered company name, location of regis- tered office, business object, etc.

Capital change Increasing or reducing company capital

Capital reallocation Reallocating the company capital; total capital stock re- mains the same

Capital redistribution Editing the currency of company capital; concurrent in- crease or reduction of share values is possible

Open resolutions Displaying a list of all pending resolutions; status is changed by entering the effective date

Edit company – miscellaneous functions

Manage contracts Creating, editing, or deleting management control agree- ments, profit and loss transfer agreements, loss absorp- tion undertakings or intercompany affiliation agreements.

Reporting requirements Creating, editing, or deleting reporting requirements

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Function name Description

Change function assignments Creating, editing, or deleting function assignments of per- sons to the company

Edit tax office

Edit tax office Editing the tax offices entered in CIS; entries are possible only when editing the tax-related data of a company.

Edit auditing company

Edit auditing company Editing auditing companies recorded in CIS; entries are possible only when editing the auditing company assigned to the company

Edit person

Change master data Editing personal information and primary company assign- ment

Change function assignments Creating, editing, or deleting function assignments for a company

Change non legal functions Creating, editing, or deleting non legal function assign- ments for a company

Show reports

Show reports Generating various configurable reports in PDF or CSV format

Show company

Master data Displaying the company’s master data history

Note Displaying the notes on the company

Tax data Displaying the history of a company’s tax-related infor- mation

Segment assignment Displaying a company’s historical economic data and its assigned auditing company

Function assignments Displaying a list of all persons exercising a function in the company (existing and cancelled assignments)

Capital development Displaying the capital history of a company, including the list of shareholders

Distributions of ownership Displaying the history of a company’s distributions of ownership

Organization chart Displaying the graphical representation of the parent companies and the subsidiary companies of a company

Open resolutions Displaying a list of all open resolutions, i.e. all resolutions not yet in effect

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Function name Description

Contracts Displaying a list of all existing and terminated contracts of the company

Reporting requirements Displaying a list of all existing and discontinued reporting requirements of the company

Show person

Master data Displaying the personal information of a person (not his- torical)

Function assignments Displaying the list of all functions of a person in different companies (existing and canceled assignments)

Search

For short name Returns the history of short names of a company

For registered company name Returns the history of the registered company name and the current short name

For ECCS number Returns the company to a ECCS number

For CIS ID Returns the company to a CIS number

3.7 Access Data The central part of the application is the display of companies or persons. The correspond- ing details can already be selected by clicking the respective submenu in the navigation area.

The work area displays the master data of the company or person selected in the selection field.

The extended work area displays the detailed information. Now you can switch between the sub categories without choosing the company or person again. In this area, the data is only displayed. To change the data the function edit a company should be chosen.

Note: To illustrate the individual functions, the manual contains screenshots. The pic- tured companies or persons are fictitious selected information. Neither the companies mentioned nor the persons were actually processed as shown in the screenshots.

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Search Functions

Entry field and selection list

In the default search field, companies a searched by short name. You can either enter the short name or select the short name from the selection list.

Search dialog

If you do not the short name of the company select the menu Search from the navigation area. Here you have the following search options:

Note: The selection list contains only the companies for which you have the according rights.

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Filter Functions Filter functions are used to narrow the entries in a list. The filter criteria are set in a sepa- rate dialog. A filter criterion only comes into effect when the corresponding checkbox is selected.

The filter functions are available at several places in CIS.

To apply the filter criteria, you have to click the button OK.

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To remove the filter criteria, you have to deselect all checkboxes and click the button OK.

To close the dialog without setting filter criteria, you have to click the button Close.

Example

By default, the selection list for companies displays neither companies which are liqui- dated, sold, or merged nor third-party companies.

To display these companies you have to set the filter criteria Show deleted, sold, merged companies and/or Show third party companies.

Show Master Data To display the master data of a company, select Show company > Master data.

Note: The filter criteria Short name and Registered company name are not supported here.

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Here you have the following options: View next data by using the navigation area or di- rectly by clicking on the according tab in the work area.

Notes

• In the header area, the basic data of the selected company is displayed. This infor- mation is permanently displayed also when editing the detail section.

• Entering a reference date in the header area restricts the display to events that were before this date. If you additionally select the checkbox Hide resolutions, only the effective date is considered.

• After entering a reference date or selecting the checkbox you have to click the but- ton Refresh in order to see the restricted results.

• To view the data of another company, select it directly in the selection field and click the button Refresh. The master data of the new company is than displayed.

Show Other Company Data By using the menu Show company or directly with the tabs in the work area the following additional data can be displayed (see also section 3.7.3, Show Master Data):

• tax data

• segment category

• capital development

• distribution of ownership

• organization chart

• open resolutions

• contracts

• reporting requirements

• function assignments

• legal risk management

As an example, displaying the capital development and the organization chart is explained in detail in the following sections.

Show capital development

To view more information on the capital development, select the tab Capital development. The corresponding data is displayed in the mask below the header data.

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To display detail information on an entry, select the radio button of the entry in the first column. Please note that it is possible to select only one radio button at once.

Show organization chart

To show the organization chart of a company, select the menu Organization chart in the navigation area.

Note: If only a small window is displayed, change the browser mode. For this purpose, push the key F12 and select the entry Internet Explorer 10.

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The following functions are available here:

• Levels (superordinate): Here you can specify the number of superordinate levels (parent companies) that are to be displayed.

• Levels (subordinate): Here you can specify the number of subordinate leves (subsid- iary companies) that are to be displayed.

• Orientation: Here you can switch between a vertical and a horizontal presentation.

• Double-clicking a company: To set the focus on a company and display it with the specified number of levels double-click on the desired company.

Show Bodies To get an overview of the bodies which are currently in CIS, select the function Show bod- ies in the navigation area.

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Once you have selected a body, you will receive a list of existing functions which are mapped to this body.

Show Person To display the master data or function assignments of a person, select the function Show person in the navigation area. After selecting the person from the selection list, you can either use the navigation area or the tabs to switch between the master data or function assignments.

Note: This information can be very important for creating or editing of a company. Only bodies or functions which do already exist in CIS can be specified for a company or person.

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Master data

Function assignments

Here you get an overview of all function assignments of the selected person to companies regardless of her or his main company assignment.

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3.8 Maintain Data Maintaining the dataset in a data base basically includes creating, editing, and deleting data. Due to the integrated history concept, for most data in CIS the direct deletion of data records is not possible or very limited.

Notes

• During creation the background color of entry fields is white. To switch between the fields, use the tab key. Fields that are marked with are mandatory.

• If you click the button Cancel, all entries are discarded and not saved.

• Your entries are always saved if the button you have clicked is yellow highlighted.

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4.1 Create Company Creating a company requires several steps. Depending on your entries, single steps could automatically be skipped. For your orientation, the path above the basic information dis- plays the current step.

Preliminary Note The creation of companies is a complex process that should be well prepared. Before starting with the entry all necessary information should be available in CIS. If you e.g. want to create a company with several persons as shareholders, you first have to create these persons. This is because due to technical reasons and consistency reasons it is not possible to work in two browser windows when entering data.

The most important data when creating a company are:

• Registered company name, legal form, address

• All information from the commercial register entry

• Information on the capital stock and its division into the shareholders

• All information on the shareholders and their functions

In the navigation area, select Create company and enter the following data.

Step 1: Enter Legal Master Data In the dialog for entering the legal master data you enter the short name, registered com- pany name, legal form, category, commercial register entry etc.

The short name is internally used to uniquely identify the company. It’s composed of the short form of the company name and the internal country code.

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After entering all data, click on the button Next.

Step 2: Enter Address In the dialog for entering the address data you enter all known address information. City and country are mandatory fields.

After entering all data, click on the button Next.

Step 3: Enter Capital Stock In the dialog for entering the capital stock you select the currency and enter the value of the total capital.

Note: The dialog is only displayed when the category of the company is not „third party“.

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For entering the capital stock you have to specify the shareholders (persons or compa- nies) that hold the capital. Therefore, in a second step you have to allot the capital to the shareholders by using the submenu Add shareholder.

By clicking the button OK in the separate dialog, the capital allocation is displayed in the area Distribution on shareholders. After having entered all data, click on the button Next.

Note: You can only select persons or companies that do already exist in CIS.

Note: The sum of the nominal capital of the single shareholders must equal the total capital.

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Step 4: Assign Bodies and Functions

The last creation step is the assignment of bodies to the company and of persons to func- tions.

1. First select the bodies that should be assigned to the company from the selection list.

2. Add a person i.e. a function assignment to the newly assigned body (e.g. „Board of Directors“). This is done by using the submenu Add assignment.

3. Click the button OK to assign the selected person to the body.

Note: You can only select bodies that do already exist in CIS.

Note: You can only select persons that do already exist in CIS.

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4. Repeat this step as often as necessary to enter all bodies and functions assignments

for the company.

5. After entering all data, click on the button Next.

Step 5: Check Data The last step is a data check. For that purpose you get a summary of all entered data.

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Execute one of the following steps:

• To create the company in CIS, send the corresponding e-mails, and assign a CIS num- ber, click the yellow highlighted button Save.

When the creation process is completed, you get the message The company has been successfully created.

• To delete all entered data, click the button Cancel.

• To go back one working step and if necessary correct your entries, click the button Back.

After creating the company in CIS you can enter additional data (e.g. tax information or consolidation data) via the menu Edit company.

4.2 Edit Company

Preliminary Note Maintaining the dataset in a data base basically includes creating, editing, and deleting data. Due to the integrated history concept, for most data in CIS the direct deletion of data records is not possible or very limited.

An existing company or person can be changed at any time. This is necessary if e.g. the shareholders or stake rates have changed.

As described in the function overview, you have the following change options in the menu Edit company:

Note: If there is no user interaction for about 30 minutes, the process is automati- cally cancelled due to technical reasons.

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The most used functions are described in the following sections. In general, the functions are based on the same principles.

Differentiation: Correct and Add/Change CIS differentiates between correct and add. Corrections change an existing data record without generating an entry in the history, whereas „real“ changes (additions) create (add) a new data record.

This ensures that all changes can be tracked in the history of a company.

Example

The short name of the company was „COMPA“ and is changed to „COMPA New“.

Change is done by us- ing the button Correct

→ CIS changes the existing data record without generating an entry in the history. Only the short name „COMPA New“ is displayed.

Change is done by us- ing the button Add

→ CIS adds a new data record to the existing data record. The short name „COMPA“ is displayed and additionally the short name „COMPA New“ with the current date.

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Edit Short Name Corrections that are related to the master data (e.g. legal master data or the address) are immediately effective. The date of change corresponds to the resolution date. Therefore, only the date of change has to be entered.

A simple case is the correction of the short name.

Edit Address If e.g. the entered ZIP code of a company is wrong, you can correct it by using the button Correct.

If the location of the registered office of the company changes, a „real“ change is required, i.e. a new data record has to be added. In this way, the old address is preserved in the history.

Select the menu Edit company > Edit master data > Address and make the necessary change by using the button Correct or Add.

Note: Short names can only be changed in the division FI-KR. If you need to change a short name, please contact Ms. Britta Buscher (FI-KR-FR), or Ms. Klara Ottichová (FI- KR-FR).

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By clicking the yellow highlighted button Correct or Add the changes are saved in CIS.

Manage Function Assignments In the menu Edit company > Assign legal function or Assign non legal function you have several change options.

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1. Select the submenu Add assignment and proceed as when creating a function as- signment.

2. Enter the desired data.

3. Click on the yellow highlighted button OK.

A new data record is added to CIS.

1. Click on the icon Edit.

2. Make the desired changes.

3. Click on the yellow button OK.

No new data record is created. Therefore, no historic data is saved.

1. Click on the icon Delete.

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2. Enter the data for ending the function assignment.

3. Click on the yellow highlighted button OK.

No new data record is created. Therefore, no historic data is saved.

1. Click on the icon Delete data record.

The following dialog displays the details of the function assignment to be deleted.

2. Click on the yellow highlighted button Delete record.

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The data of the function assignment is deleted from the database. Nothing will point to the deleted function assignment.

Increase Capital Changes that require a resolution are carried out in two steps:

Step 1: Make changes by specifying the resolution date

Step 2: Enter effectiveness of the resolution

An example for this is the increase of capital.

1. Select the menu Edit company > Manage resolutions > Change capital.

2. Entering a capital increase results in the creation of a new data record. Therefore, enter the resolution date in the field Date of change and click on the button Add.

Note: To view previous capital allocations, enter a reference date that lies in the past in the field Date of change and click the button Refresh. Then you see the capital allocation that was valid until this date.

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3. Select the Change type, enter the Amount of change, and specify the Distribution on shareholders.

If you select the radio button Change capital manually you can add more sharehold- ers and thus reallocate the capital to other shareholders (persons or companies). In this case, the nominal capital of the shareholders can be adjusted by selecting the submenu Edit.

4. Click on the yellow highlighted button Add.

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Set Resolution to Effective

When making a change or entry that requires a resolution, in a second step you have to set the resolution to effective.

To open a list of all open resolutions for the company, select the menu Edit company > Manage resolutions > Open resolutions.

This list contains all the changes for the company that are not effective yet.

To view the details of a change, click the icon in the column Details.

1. Select the resolution you want to set to effective, and enter the date the resolution should become effective in the entry field.

2. Click on the yellow highlighted button Set effective.

The resolution is effective now. A corresponding entry has been made in the data- base.

4.3 End Company

Preliminary Note Before maintaining a dataset, you should always check which other contracts, persons, and function assignments are assigned to the company to be changed. Especially, the end- ing of a company could have far-reaching consequences and effect on other affiliated companies.

Note: The date must not be in the future.

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There are three ways to end a company: by liquidation, merger, or sale.

Process Liquidation

1. Select the menu Edit company.

2. Select the company to be liquidated.

3. Select the submenu Process endings > Process liquidation.

4. In the overview dialog, select the entry Enter liquidation and assign liquidators and click the submenu [Edit].

Caution! An entirely completed ending could not be undone.

Note: Before starting the liquidation check if there are open resolutions for the com- pany to be liquidated. Open resolutions have to be set to effective, because otherwise the liquidation cannot be processed.

Note: You can only assign a person as liquidator that does already exist in CIS. There- fore, you first have to identify the responsible liquidator and if necessary create the person in CIS.

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5. Make the following entries:

• Resolution date: Enter the resolution date here.

• Registered company name: CIS automatically adds „i.L.“ for „in liquidation“ to the registered company name.

• Add assignment: Specify the liquidator by using this submenu. In the following dialog, select the desired person and click the yellow highlighted button OK.

6. Click the yellow highlighted button Save.

CIS saves the entered data and sets the process step to the status “Processed”.

In the overview dialog, the submenu [Edit] of the next process step is automatically activated.

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1. In the overview dialog, select the entry Enter end of liquidation restrictive year and click the submenu [Edit].

2. Do one of the following steps:

• If a restrictive year has to be specified, enter the date in the field Restrictive year ends on.

• If a restrictive year cannot or does not have to be specified, select the checkbox No entry possible (skip step).

3. Click on the yellow highlighted button Save.

Note: If and when a restrictive year has to be entered depends on the respective company law conditions.

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CIS saves the entered data and sets the process step to the status “Processed”.

In the overview dialog, the submenu [Edit] of the next process step is automatically activated.

The date you execute this step depends on the company law conditions. Normally, there is a period of time between entering the liquidation and actually deleting the company.

Delete company later

If you do not yet want to execute the deletion of the company in liquidation, click the but- ton Cancel.

The entered data is preserved. CIS automatically switches to the regular editing mode and shows the current status of the company.

Delete company finally

If you want to finally delete the company in liquidation proceed as follows:

1. In the overview dialog, select the entry Enter deletion of company and click the sub- menu [Edit].

Caution! Before you can finally process and save a liquidation, all distributions of own- ership must be manually changed by capital reallocation. Subsequent editing is not possible. Therefore, before executing this step you should clarify how to handle exist- ing distributions of ownership of the company to be liquidated.

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CIS lists the distributions of ownership, the contracts, and the function assignments of the company in liquidation.

In case of a liquidation, CIS automatically ends the existing function assignments and contracts. However, the distributions of ownership have to be handled manually.

2. In the field Effective date of liquidation, enter the appropriate date.

3. Click on the yellow highlighted button Save.

CIS saves the entered data and sets the process step to the status “Processed”.

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4. Click on the button Cancel.

An overview dialog shows the data of the edited company that is now saved in CIS. For better identification, the company is blue highlighted in the selection list.

Here you can see, if the corresponding resolution is set to effective. If it is not, you can do so in the submenu Open resolutions.

Once you have set the resolution to effective, the liquidation is finally completed. The company is only shown in the selection list if the checkbox Show liquidated, sold, merged companies is selected when filtering.

Process Merger

1. Select the menu Edit company.

Caution! Subsequently, the status cannot be edited. Withdrawing the liquidation data is not possible. The function [Edit] cannot be activated again.

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2. Select the company to be merged. This is the so called source company.

3. Select the submenu Process endings > Process merger.

4. Make the following entries:

• Resolution date: Enter the date on which the change resolution for merging the two companies has been made.

• Economic effective date: Enter the date the merger should actually become ef- fective. The date can be in the future. (In Germany, it is usually March 1st.)

• Merge with: Select the company the source company (i.e. the company you are currently editing) should be merged with. This is the so called target company.

• Change in capital stock of target company: Specify if for the target company a change in the capital stock should be made (see the following step).

5. Click on the button Next.

Whether a change in the capital stock of the target company should be made depends on the company law conditions.

1. To make a change in the capital stock, select the checkbox Change in capital stock of target company.

Note: The date on which the merger or resolution becomes effective you later enter in the menu Open resolutions. (In Germany, this is the day the merger is entered into the commercial register of the target company.)

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2. Make the following entries:

• Amount of change: Enter the amount of change.

• Distribution on shareholders: Specify if CIS automatically distributes the change in the capital stock according to the percentage ownership rate of the share- holders or if you make the change in the capital stock manually.

• Distribute voting rates automatically: Select this checkbox to distribute the vot- ing rates automatically.

Leave the checkbox unselected if you do not want to make a change in the cap- ital stock of the target company.

3. Click on the button Next.

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Here you get information on how to handle existing contracts and function assignments of the source company:

• CIS generates a list of the existing contracts. There you select the contracts that should be transferred to the target company. All unselected contracts are automat- ically ended by CIS.

• Existing function assignments are automatically ended by CIS and must be created for the target company, if necessary.

1. Edit the contracts as desired.

2. Click on the yellow highlighted button Next.

The merger is saved in CIS, an appropriate data record is generated.

You get an overview on the edited source company and the changes done in the target company.

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3. Click on the button Next.

CIS automatically switches to the regular editing mode. Here you can see that the previous source company now has the status “merged”. For better identification, the company is blue highlighted in the selection list.

Here you can see, if the corresponding resolution is set to effective. If it is not, you can do so in the submenu Open resolutions.

Once you have set the resolution to effective, the merger is finally completed. The company is only shown in the selection list if the checkbox Show liquidated, sold, merged companies is selected when filtering.

Process Sale 1. Select the menu Edit company.

2. Select the company to be sold.

3. Select the submenu Process endings > Process sale.

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Here you get information on selling a company.

4. Maske the following entries:

• Resolution date: Enter the date on which the change resolution for selling the company has been made.

• Economic effective date: Enter the date the sale should actually become effec- tive. The date can be in the future.

• Set status of all 100 percent ownerships to status "sold": Once a group company has been sold, the company automatically gets the status “sold” and becomes a previous group company i.e. a third party company. Since existing contracts and function assignments of third party companies are not relevant for the group, CIS automatically ends them. Also, the capital of the third party company is set to zero.

Here you specify, how CIS should handle 100 percent ownerships. Select this checkbox to automatically end all 100 percent ownerships (grandchildren as well).

5. Click on the yellow highlighted button Save.

The sale is saved in CIS, an appropriate data record is generated.

The following dialog shows that the company now has the status „sold“.

Caution! The sale is finally completed without any confirmation dialog and cannot be undone.

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The status „sold“ is also shown in the regular editing mode. For better identification, the company is blue highlighted in the selection list.

Here you can see, if the corresponding resolution is set to effective. If it is not, you can do so in the submenu Open resolutions.

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Once you have set the resolution to effective, the sale is finally completed. The com- pany is only shown in the selection list if the checkbox Show liquidated, sold, merged companies is selected when filtering.

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5.1 Create Person Creating a person requires several steps. For your orientation, the path above the personal data displays the current step.

Preliminary Note A person must already exist in CIS to assign the person to a company or function. To create a person select the menu Create person.

Step 1: Enter Personal Data and Master Data In the first dialog for creating a person you enter the personal data (title, academic title, last name, and first name) and the master data (assignment to principal company).

After entering all data, click on the button Next.

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Step 2: Make Function Assignments

In the dialog Function assignments you assign the legal or non-legal function to the person by using the corresponding submenu.

After entering the necessary data in the separate dialog, click the button OK to make the function assignment.

After entering all functions assignments, click on the button Next.

Notes

If you made a function assignment by mistake, you can directly delete the assignment by selecting the submenu Delete. This deletes the assignment completely without his- tory from CIS.

This procedural step does not support editing the functional assignment. Therefore, the submenu Edit is not functional.

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Step 3: Check Data

The last step is a data check. For that purpose you get a summary of all entered data.

Execute one of the following steps:

• To create the company in CIS, send the corresponding e-mails, and assign a CIS num- ber, click the yellow highlighted button Save.

When the creation process is completed you get the message The person has been successfully created.

• To delete all entered data, click the button Cancel.

• To go back one working step and if necessary correct your entries, click the button Back.

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5.2 Edit Person

Edit Personal Data and Master Data 1. Select the menu Edit person.

2. In the selection list Person select the person you want to edit.

3. Select the submenu Edit master data.

This takes you to an overview of the data saved in CIS.

4. Make the desired changes.

5. Click on the yellow highlighted button Save.

The data is saved in CIS.

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Edit Function Assignments

1. Select the menu Edit person.

2. In the selection list Person select the person you want to edit.

3. Do one of the following steps:

• To edit the legal function assignments of the person select the submenu Edit function assignments.

• To edit the non legal function assignments of the person select the submenu Edit non legal function assignments.

This takes you to an overview of the current and – if existing – ended function as- signments of the person.

4. Do one of the following steps:

• To make another function assignment select the submenu Add assignment.

Note: Editing the function assignments is not supported in this procedural step. Therefore, the submenu Edit is not functional.

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Make the desired entries and click on the button OK.

The data is saved in CIS. The function assignment is shown in the table Existing function assignments.

• To end a function assignment select in the row of the assignment the submenu End assignment.

In the field Function to enter the date on which the function assignment should end. Click the yellow highlighted button OK.

The data is saved in CIS. The function assignment is shown in the table Ended function assignments.

• To completely delete a function assignment – and thereby the corresponding entry in the history – select in the row of the assignment the submenu Delete data record.

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Click on the yellow highlighted button Delete data record.

The data record is completely deleted. The function assignment is not shown in the table Ended function assignments.

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6 Edit Tax Office

Editing a tax office is correcting data. No new data record is generated.

1. Select the menu Edit tax office.

2. In the selection list Tax office select the tax office you want to edit.

3. Click on the button Correct.

4. Make the desired changes.

5. Click the yellow highlighted button Save.

The data is saved in CIS. No new data record is generated.

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7 Edit Auditing Company

Editing an auditing company is correcting data. No new data record is generated.

1. Select the menu Edit auditing company.

2. In the selection list Auditing company select the auditing company you want to edit.

3. Click on the button Correct.

4. Make the desired changes.

5. Click the yellow highlighted button Save.

The data is saved in CIS. No new data record is generated.

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8 Working with Reports

8.1 Show Reports For printing out information, the menu Show reports offers various reports.

All generated reports are available as PDF file (some of them also as CSV file or Word file) and can be printed directly.

The content of the reports and the selection of companies to be considered depend on the rights of the user.

Currently, CIS provides the following reports:

Name Description

Company short info Reference Selected company

Output registered company name, location of registered office, object, number in commercial register

Filtering --

Sorted by --

HR list Reference All companies in CIS

Output Registered company name, location of registered office, group share

Filtering Inclusion reason

Sorted by Registered company name

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Name Description

Index of addresses Reference All companies in CIS

Output Short name, registered company name, address

Filtering --

Sorted by Short name

Index of short names Reference All companies in CIS

Output Short name, registered company name, location of reg- istered office

Filtering --

Sorted by Registered company name

Index of short names with ECCS

Reference All companies in CIS

Output Short name, registered company name, address, ECCS number

Filtering --

Sorted by Registered company name

Change report (from 10/01/2003)

Reference All companies in CIS with regard to changes made from 10/01/2003

Output Resolution date, company old, type of change, company new, shareholder, direct stake rate

Filtering Date range

Sorted by Registered company name

Change report (to 09/30/2003)

Reference All companies in CIS with regard to changes made until 09/30/2003

Output Resolution date, company old, type of change, company new, shareholder, direct stake rate

Filtering Date range

Sorted by Registered company name

List of contracts Reference All companies in CIS

Output Company A, company B, contract type, subtype, from, to

Filtering Contract type

Sorted by Company A

Open resolutions Reference All companies in CIS with open resolutions

Output Resolution date, short name, type of change

Filtering --

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Name Description

Sorted by Short name

Credit agency report Reference Selected company

Output Information on self-disclosure for credit agencies

Filtering --

Sorted by --

Auditing company info

Reference Selected auditing company

Output Short name, registered company name, address data, list of existing mandates

Filtering --

Sorted by --

Function overview Reference All companies in CIS

Output Short name, registered company name, function owner with e-mail address, notes

Filtering Company code, domestic/foreign, function, body

Sorted by Short name

Flexible company info

Reference Selected company or all companies in CIS

Output Individually selectable data

Filtering Company code

Sorted by Dependent on selected data

Tax info foreign companies

Reference Selected company

Output Short name, CIS ID, short name mother, registered com- pany name, legal form, address, tax number, VAT num- ber, capital stock, tax office, nominal capital, percentage, resolution date

Filtering --

Sorted by --

Completeness check Reference Selected company

Output Data contained in CIS for the quarterly delivery of the completeness check

Filtering --

Sorted by --

Completeness state- ment

Reference All companies in CIS based on the current quarter

Output Date and responsible person of the delivered statement

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Name Description

Filtering --

Sorted by Short name

Group overview Reference Selected company

Output Ownerships (hierarchic representation)

Filtering --

Sorted by Short name

FATCA report Reference

Output For US tax reporting (Foreign Account Tax Compliance Act)

Filtering --

Sorted by --

Consolidation units for ECCS

Reference All companies in CIS

Output Existing consolidation units for the ECCS interface

Filtering --

Sorted by --

CIS2FIBIS interface Reference All companies in CIS

Output Data for FIBIS interface

Filtering Address data, company data

Sorted by --

8.2 Completeness Check The managing directors have to confirm quarterly the completeness (up-to-dateness and correctness) of all company data in CIS. That is, every managing director is fully responsi- ble for the completeness of all data of his or her company in CIS. This applies also, when the company is partially not responsible for maintaining the data (for German companies).

To support this, the report „Completeness check“ delivers an overview on the relevant data.

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8.3 Release Completeness Statement Releasing the completeness statement is done by selecting a checkbox. The confirmation by selecting the checkbox is equivalent to the signature of the managing director. It can be done by any person with maintaining rights for accounting data. Who confirms the data and if the person has the necessary maintaining right is the company’s responsibility and can be managed internally.

The statement in PDF format with the according handwritten annotations must only be delivered in the case of changes that have to be done centrally by the legal department or the tax department.

To release the completeness statement, select the menu Edit company. Select the com- pany the statement should be released for and select the checkbox Completeness state- ment quarter.

Note: The completeness statement for a quarter can be released from the 16th of the first month of the quarter until the 15th of the first month of the following quarter. (Example: For the second quarter 2015 the checkbox can be selected from 04/16/2015 until 07/15/2015. Therefore, until 07/15/2015 the text preceding the checkbox reads Completeness statement quarter II/2015.)

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As soon as the checkbox is selected, a summary dialog opens.

By clicking the button Confirm the process is completed.

For an overview on the companies for which the completeness statement has been re- leased (with date and responsible person), select the report „Completeness statement“.

Note: The release of the completeness statement is final. The checkbox can be reset by an administrator only.

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8.4 Flexible Company Info The report „Flexible company info“ enables the user to generate a CSV document with freely selectable criteria for further processing in Excel.

This report can either be generated for the selected company only or (if the checkbox Show all ownerships is selected) for the selected company and its ownerships.

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Depending on the selection criteria that have been selected the report is generated in CSV format. You can convert the report by selecting Data > Text to Columns and process it in Excel.