Group - L. Possehl & Co. mbH

dr. Lutz Peters
Letter from the Executive Board
Company Boards
Report of the Controlling Boards
Successful over the Long Term
Group Management Report
Consolidated Financial Statements
Further Information
report of the Controlling Boards
Ladies and Gentlemen,
During the 2007 reporting year, the Advisory Council, as the supervisory
body for the Company, fulfilled the duties incumbent upon it according
to the law and the articles of association fully and completely.
This includes the regular exchange of information with the Executive
Board and assisting with the work of the Executive Board on an advisory
basis. The detailed reports of the Executive Board, prepared in
both written and verbal form, served as the basis for this. The Chairman
of the Advisory Council maintained regular contact with the Chairman
of the Executive Board and stayed abreast of the current company
development and business position. The Advisory Council as controlling
board was constantly kept informed of the intended business policies,
the corporate planning including financial, investment, and personnel
planning, the profitability of the Company, and the course of
business as well as the situation of the Group overall.
In the 2007 fiscal year, there were five Advisory Council meetings.
Decisions and resolutions of the Advisory Council, which required its
approval according to the articles of association or internal rules of
procedure, were intensively reviewed and passed based on draft
resolutions. Where required, resolutions were also drawn up in written
procedures.
In addition to discussing the economic situation of the group of companies,
the Advisory Council directed its attention during the reporting
year mainly to improving the corporate portfolio, developing individual
subsidiaries and implementing the Company’s acquisition strategy.
Within this context, the Advisory Council approved the acquisition of
the “Rubber & Plastics” unit of the Italian firm Techint in order to
strengthen the Mixing Technology division of the subsidiary Harburg-
Freudenberger Maschinenbau GmbH. The Advisory Council also gave
its approval for the complete takeover of the Hako Group, located in
Bad Oldesloe, following Possehl’s previously held 56 % interest in Hako
in two stages in 2004 and 2006. In addition, the Advisory Council also
agreed fully with the Executive Board that based on the high company
prices on the M&A market for medium-sized companies, no further acquisitions
would be undertaken. The controlling board continues to
support a continuation of the previously profitable growth path in 2008.
Due to the corporate acquisitions made in 2006 and 2007, the number of
domestic employees of the Possehl Group has continuously increased
to significantly more than 2,000. In this case, the legal provisions
stipulate that a Supervisory Board is to be appointed in accordance
with the co-determination act. The elections of the members for a codetermined
Supervisory Board took place in the 2007 fiscal year. On
February 5, 2008 a new co-determined Supervisory Board was formed.
The term of office of the Advisory Council ended on the same day.
The individual financial statements and the consolidated financial statements
of L. Possehl & Co. mbH for the 2007 fiscal year prepared by the
Executive Board according to the rules of the HGB (Handelsgesetzbuch:
German Commercial Code) as well as the Management Report
and the Group Management Report were audited by auditors BDO
Deutsche Warentreuhand Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft,
Hamburg. In the meeting of the new co-determined Supervisory
Board of April 23, 2008, the auditors presented and explained
their audit report in detail. The annual financial statements and consolidated
financial statements received an unqualified auditors’ certificate.
The annual financial statements and Management Report, consolidated
financial statements, and Group Management Report and the audit
reports have all been presented to the members of the Supervisory
Board of L. Possehl & Co. mbH in a timely manner. The financial statement
information was discussed in detail and reviewed by the Supervisory
Board. There were no objections. Therefore, the Supervisory
Board approved the results of the annual audit.
The Supervisory Board has approved the annual financial statements
and consolidated financial statements and recommends that the shareholder
adopts the annual financial statements. The Supervisory Board
is in agreement with the proposed appropriation of earnings of the
Executive Board.
Effective April 1, 2007, Mr. Norbert Scheuch has been appointed as a
new member of the Executive Board. On June 30, 2007, Dr. Egon
Rudolph resigned from the Executive Board. The Supervisory Board
would like to thank him for his many years of dedicated and successful
work within the Possehl Group.
Dr. Werner Marnette has stepped down from his position as member of
the Advisory Council of L. Possehl & Co. mbH as of July 23, 2007. The
controlling boards would like to express their thanks to Dr. Marnette for
the work he accomplished as an Advisory Council member.
The controlling boards would like to thank the Executive Board, the
managing directors of the group companies, and all employees of the
Possehl Group for their successful work in the 2007 fiscal year.
Lübeck, Germany, April 23, 2008
The Supervisory Board/The Advisory Council
Dr. Lutz Peters, Chairman
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