Annual Report 2012 - Knorr-Bremse AG.

Supervisory Board
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and the company’s accounts were examined by the auditors
elected by the Annual Shareholders’ Meeting, KPMG
AG Wirtschaftsprüfungsgesellschaft, Munich, and endorsed
with their unqualified opinion dated March 1,
2013. The Supervisory Board also examined the Financial
Statements for fiscal 2012, the Management Report, the
proposed allocation of unappropriated retained earnings,
and the Consolidated Financial Statements and Management
Report on the Knorr-Bremse Group. No objections
were raised. At its meeting on March 8, 2013, the Supervisory
Board approved the 2012 Financial Statements,
which thereby became legally binding. The Supervisory
Board concurs with the Executive Board’s proposal for the
allocation of unappropriated retained earnings. The Consolidated
Financial Statements were also approved.
The auditors attended the meeting of the Financial Statements
Committee on February 22, 2013 as well as the financial
statements meeting of the Supervisory Board on
March 8, 2013, reported on their key findings and answered
outstanding questions.
KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, also
examined the Executive Board’s report on relations with
affiliated companies, drawn up in line with Paragraph 312
German Corporation Law (AktG). The auditors endorsed
this report with the following opinion:
“Having audited and assessed this report in accordance
with professional standards, we confirm that: 1. The factual
contents of the report are correct. 2. The consideration
furnished by the Company in the legal transactions set
out in the report was not unreasonably high.”
The Supervisory Board also examined the Executive
Board’s report on relations with affiliated companies and
has no objections to the concluding statement by the Executive
Board or to the auditors’ findings.
Effective March 16, 2012, Dr. Kurt Kiethe retired from his
position on the employer’s side of the Supervisory Board
of Knorr-Bremse AG. Dr. Kiethe held a seat on the supervisory
boards of both Knorr-Bremse AG and Knorr-Bremse
Systeme für Schienenfahrzeuge GmbH. Prior to that, he
was a member of the supervisory boards of Süddeutsche
Bremsen AG and Knorr-Bremse KG. On behalf of Knorr-
Bremse AG, the Supervisory Board wishes to thank Dr.
Kiethe most sincerely for many years of successful collaboration
in the development of the Knorr-Bremse Group.
The vacancy left by Dr. Kiethe on the employer’s side of
the supervisory boards of Knorr-Bremse AG and of Knorr-
Bremse Systeme für Schienenfahrzeuge GmbH was filled
on March 16, 2012 by Dr.-Ing. Michael Buscher. Dr.
Buscher has amassed many years’ experience in the field
of rail transportation and over the coming years will be
supporting Knorr-Bremse by bringing his extensive technical
and entrepreneurial expertise to the table within the
various corporate bodies.
On November 9, 2012 Dr. Horst Zimmer also retired from
his seat on the employer’s side of the Supervisory Board
of Knorr-Bremse AG. Dr. Zimmer had held a seat on the
supervisory boards of both Knorr-Bremse AG and Knorr-
Bremse Systeme für Nutzfahrzeuge GmbH since 1999.
With his great experience and pronounced entrepreneurial
thinking, Dr. Zimmer showed great dedication to supporting
the progress of Knorr-Bremse during this period,
progress that he also played a key part in shaping through
fundamental strategic decision-making. On behalf of
Knorr-Bremse AG, the Supervisory Board wishes to thank
Dr. Zimmer most sincerely for the many years in which he
contributed to its work; we will retain a close bond with
him.
Effective November 9, 2012, Dr. Zimmer was succeeded
on the employer’s side of the supervisory boards of Knorr-
Bremse AG and Knorr-Bremse Systeme für Nutzfahrzeuge
GmbH by Hans-Georg Härter. As a result of his long-time
activities within the automotive supplier sector, Mr. Härter
can call upon deep reserves of experience across the entire
field of management and will in the future be supporting
the Group through his contributions to the various
corporate bodies.
Munich, March 8, 2013
The Supervisory Board
Heinz Hermann Thiele,
Chairman