Annual Report 2007 - Muehlhan AG

ManageMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents
Corporate
Governance
The principles of corporate governance form a central point of
reference for the business activities of the Executive Board and
Supervisory Board of Muehlhan AG. By focusing on them, we ensure
deliberately responsible management and control for Muehlhan AG
that is targeted at increasing company value and transparency.
Even though as a corporation listed in the Entry Standard our
company is not subject to the regulatory system from § 161 of the
Corporations Act, we have decided to comply with and implement the
set of rules from the German Corporate Governance Code in the
version dated 14 June 2007 while taking into consideration Muehlhan
AG’s company size and structure.
Shareholders and the Annual General Meeting
Many of our shareholders made capital available to the
company in the context of the increase in cash at the time
of the initial public offering. other shareholders became
co-owners of the company by purchasing the shares.
in doing so, they bear a portion of Muehlhan aG’s entrepreneurial
risk. the Executive board feels particularly
obligated to the shareholders, and provides for detailed
and transparent communications, systematic risk management,
compliance with the regulations of the German
Stock Exchange (deutsche börse), and consideration of
and respect for shareholder rights.
While strictly observing the requirement of equal treatment
for all shareholders, the company forwards to the public in
the field all company information that is relevant to the capital
markets via classic publications, its internet presence,
and with the assistance of independent news services. the
information appears in the German and English languages
and includes ad hoc announcements, press releases,
quarterly reports and annual reports in particular. in addition,
Muehlhan publishes all voting rights changes and notifications
from governing bodies regarding transactions in
Muehlhan shares. in doing so, it orients the company to the
guidelines for corporations with a listing in prime Standard,
independent of the fact that there is no corresponding legal
obligation for the Entry Standard. the shareholders are
informed of all important dates by means of a finance calendar.
it is updated regularly on the website and published
in the quarterly reports and annual reports as well.
Muehlhan offers the appointment of a proxy voter and
thereby enables its external shareholders the participation
at the aGM.
Collaboration between the
Supervisory Board and Executive Board
the Supervisory board of Muehlhan aG consists of three
members, as does the Executive board of the company.
the Executive board and the Supervisory board work together
closely and trustingly. the Supervisory board will
be informed by management on a regular, timely and comprehensive
basis regarding business development in the
individual regions and business segments, the company’s
strategy and planning, and the risk situation.
the Executive board and Supervisory board together
strive for additional improvement of the control mechanisms.
they regularly work together on transactions that
are relevant to the company, and ensure adherence to risk
and compliance guidelines. the Supervisory board provides
detailed information regarding the areas of emphasis
for its activities during the 2007 fiscal year in its report on
pages 7 and 8.
the Executive board and Supervisory board have
defined their common goal clearly: in 2008, Muehlhan aG
is to emerge from the challenges of the past fiscal year
with new strength. in the short term, the company is to
concentrate its efforts and restore its link to its well-known
earning power.
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