Annual Report 2012 - Knorr-Bremse AG.
Annual Report 2012 - Knorr-Bremse AG.
Annual Report 2012 - Knorr-Bremse AG.
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10 <strong>Report</strong><br />
<strong>Report</strong> of the Supervisory Board<br />
In the course of fiscal <strong>2012</strong>, the Supervisory Board concerned itself in detail with the state<br />
and development of <strong>Knorr</strong>-<strong>Bremse</strong> <strong>AG</strong> and all Group companies.<br />
Along with important individual transactions and human<br />
resources decisions, this also included consideration of<br />
fundamental aspects of strategic direction and corporate<br />
planning. In addition, the Supervisory Board received regular<br />
reports from the Executive Board either in the course<br />
of its meetings or in written or oral form. The Supervisory<br />
Board examined important individual transactions as well<br />
as deciding on items of business that required its approval<br />
either by law or in line with company statutes. The information<br />
and analyses upon which the decisions of the<br />
Supervisory Board were based were discussed and assessed<br />
in depth together with the Executive Board. In order<br />
to comply with the requirements of the German Accounting<br />
Law Modernization Act in terms of corporate<br />
governance, a second meeting of the Financial Statements<br />
Committee was held in mid-year. At its meetings,<br />
the Financial Statements Committee dealt in particular<br />
with the supervision of the accounting process, the efficacy<br />
of the internal controlling system, the risk management<br />
system and the internal audit system, as well as the<br />
work of the auditors.<br />
In fiscal <strong>2012</strong> the <strong>Knorr</strong>-<strong>Bremse</strong> Group was able to post a<br />
modest increase in sales, which rose to EUR 4.30 billion<br />
(2011: EUR 4.24 billion). The Rail Vehicle Systems division<br />
compensated for downturns in sales in Europe, South<br />
America and Asia/Australia by returning a strong performance<br />
in North America. The Commercial Vehicle Systems<br />
division benefited from the positive development of<br />
the commercial vehicle markets in North America and<br />
Japan in particular, which more than offset minor declines<br />
in Europe and South America.<br />
To safeguard the future development of the company, in<br />
<strong>2012</strong> <strong>Knorr</strong>-<strong>Bremse</strong> continued to invest in the strategic<br />
development and expansion of its production plants. In<br />
the year under review, a new Rail Vehicle Systems plant<br />
was opened in Buccinasco (Italy). Also in <strong>2012</strong>, construction<br />
activities were begun or continued at five plants: in<br />
Pune (India) for the Commercial Vehicle Systems division,<br />
in Faridabad (India), Westminster (USA) and Granville<br />
(Australia) for the Rail Vehicle Systems division, and in Itupeva<br />
(Brazil) for both divisions.<br />
In addition to organic growth, the year under review saw<br />
corporate strategy continue to focus on targeted acquisitions<br />
and joint ventures with the aim of optimizing the<br />
product portfolio. In the rail vehicle sector the acquisition<br />
of an additional 25% of the Icer Rail S.L. joint venture in<br />
Pamplona (Spain) further strengthened the friction materials<br />
product segment. As a result of this increase, <strong>Knorr</strong>-<br />
<strong>Bremse</strong> subsidiary Sociedad Española de Frenos, Calefacción<br />
y Señales S.A., Getafe (Spain) and the second<br />
shareholder, Berkshire Rail S.L., Pamplona (Spain), now<br />
hold equal 50% shares in the joint venture. <strong>Knorr</strong>-<strong>Bremse</strong><br />
subsidiary Microelettrica Scientifica S.p.A., Buccinasco (Italy)<br />
reinforced its capabilities in the field of power systems<br />
by acquiring the outstanding shares in Heine Resistors<br />
GmbH, a manufacturer of special-purpose resistors<br />
based in Dresden (Germany). In addition, Rheinmetall<br />
Simulation Australia Pty. Ltd., Adelaide (Australia) concluded<br />
an agreement with <strong>Knorr</strong>-<strong>Bremse</strong> subsidiary Sydac<br />
Pty. Ltd., Adelaide (Australia) governing the acquisition<br />
of the latter’s military driving simulators business<br />
with effect from February 1, 2013. Through this sale,<br />
<strong>Knorr</strong>-<strong>Bremse</strong> is moving out of an area that does not fall<br />
within the Group’s strategic fields of activity. Moreover,<br />
the two divisions of <strong>Knorr</strong>-<strong>Bremse</strong> founded the <strong>Knorr</strong>-<br />
<strong>Bremse</strong> Technology Center India Private Ltd., Pune (India),<br />
as a cooperative venture between <strong>Knorr</strong>-<strong>Bremse</strong> Systeme<br />
für Nutzfahrzeuge GmbH, Munich (Germany) and <strong>Knorr</strong>-<br />
<strong>Bremse</strong> Systeme für Schienenfahrzeuge GmbH, Munich<br />
(Germany). The object of the joint venture company is to<br />
perform development services for the parent companies.<br />
Against the backdrop of rising sales, the company continued<br />
to assign top priority to safeguarding the highest<br />
quality standards in all of its products, processes and<br />
structures. This was ensured not only through the quality<br />
processes in place across the Group but also through targeted<br />
employee development. Thus, in <strong>2012</strong>, the new<br />
Value Stream Academy – a training center serving both<br />
divisions – was opened at the Commercial Vehicle Systems<br />
site in Liberec (Czech Republic). The Academy drives<br />
improvements along the entire value stream and provides<br />
a firm theoretical grounding in the relevant principles<br />
for <strong>Knorr</strong>-<strong>Bremse</strong> employees.<br />
The <strong>2012</strong> Financial Statements and the Management <strong>Report</strong><br />
on <strong>Knorr</strong>-<strong>Bremse</strong> <strong>AG</strong>, the <strong>2012</strong> Consolidated Financial<br />
Statements and the Management <strong>Report</strong> on the<br />
<strong>Knorr</strong>-<strong>Bremse</strong> Group drawn up by the Executive Board,