PDF, 3.2 MB - Pfleiderer AG
PDF, 3.2 MB - Pfleiderer AG PDF, 3.2 MB - Pfleiderer AG
8 Ernst-Herbert Pfleiderer Chairman of the Supervisory Board of Pfleiderer AG During the reporting period, and in accordance with its legal and statutory obligations, the Supervisory Board of Pfleiderer Aktiengesellschaft supervised and advised the Company’s management. The Supervisory Board was always kept fully informed on all major developments, as well as on the general course of business. Where approval by the Supervisory Board for decisions and measures taken by the Board of Management was required – in particular for actions relating to financial and personnel planning and capital expenditure – the members of the Supervisory Board carefully examined all the issues at stake and adopted appropriate resolutions based on the information provided. The Supervisory Board held four ordinary meetings in March, June, September and December 2004, during which the Board of Management reported in detail about the general state of business and on current developments. Apart from these meetings, a regular exchange of ideas took place between the Chairman of the Supervisory Board and the Spokesman of the Board of Management.
Committees Formed by the Supervisory Board The Working Committee of the Supervisory Board convened five times in total during the reporting year – in March, twice in June, as well as in September and December 2004. The Committee discussed and decided on all transactions and actions which require approval by the Supervisory Board in accordance with standing orders. The Audit Committee convened in March and June 2004, as well as in February 2005. On March 18, 2005, the Audit Committee also reviewed the Financial Statements for fiscal 2004. The Conciliation Committee, set up in accordance with Sec. 27 (3) Mitbestimmungsgesetz (German Co-Determination Act), did not convene during the past fiscal year. Public Auditor In accordance with the resolution adopted by the General Meeting of Pfleiderer AG on June 15, 2004, the Chairman of the Audit Committee of the Supervisory Board engaged KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Berlin/Frankfurt, (public auditors) to audit the Financial Statements for 2004 and the management report of Pfleiderer AG, as well as the consolidated Financial Statements and consolidated management report. In their audit, the auditors focused on the valuation of continuing and discontinued operations, the impairment of goodwill and an assessment of latent taxes and risk management. Financial Statements and Consolidated Financial Statements 2004 The annual Financial Statements of Pfleiderer AG and the consolidated Financial Statements for year-ending December 31, 2004, as well as the consolidated management report and the management report for Pfleiderer AG, were audited by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Berlin/Frankfurt, and all received an unqualified audit opinion. The Supervisory Board also reviewed the Financial Statements and consolidated Financial Statements, as well as the management report and consolidated management report, as drawn up by the Board of Management. The audit report by the public auditor was made available to all members of the Supervisory Board in good time. The public auditor participated in the Audit Committee meeting on March 18, 2005, thereby informing it of the main results of the audit. No objections were raised by the Supervisory Board following its review of the Financial Statements of Pfleiderer AG, the consolidated Financial Statements, the consolidated management report and the management report. The Supervisory Board concurs with the results of the audit by the public auditor, and duly approves the consolidated Financial Statements and Financial Statements for fiscal 2004. Accordingly, the Financial Statements have been approved pursuant to Sec. 172 Aktiengesetz (German Stock Corporation Act). In view of the Company’s strategic goal to further develop earnings power, the Supervisory Board concurs with the proposal made by the Board of Management not to pay a dividend for fiscal 2004. 9 REPORT OF THE SUPERVISORY BOARD
- Page 1 and 2: Annual Report 2004 Core Businesses
- Page 3 and 4: Group Figures Jan. 1 - Jan. 1 - Cha
- Page 5 and 6: Pfleiderer AG is focusing on its tw
- Page 7 and 8: 3 35 Pfleiderer Engineered Wood fur
- Page 9 and 10: In closing down the Rheda-Wiedenbr
- Page 11: Dr Jürgen Koch Member of the Board
- Page 15 and 16: CORPORATE GOVERNANCE 1. Introductio
- Page 17 and 18: 4. Supervisory Board The Board of M
- Page 19 and 20: Declaration of Compliance 2004 Unde
- Page 21: Stock Option Program 2004 (Continua
- Page 24 and 25: PFLEIDERER GROUP AND PFLEIDERER AG
- Page 26 and 27: Company Report Corporate portfolio
- Page 28 and 29: In fiscal 2004, the Pfleiderer Grou
- Page 30 and 31: Net indebtedness of the Pfleiderer
- Page 33 and 34: GERMANY GDP in Germany increased by
- Page 35 and 36: y expanding foreign and export rati
- Page 37 and 38: Production Pfleiderer Engineered Wo
- Page 39 and 40: Aside from its leading market prese
- Page 41 and 42: Due to its very low construction he
- Page 43: Procurement In order to take advant
- Page 46 and 47: Research & Development New “Multi
- Page 48 and 49: In September 2004, Pfleiderer appro
- Page 50 and 51: Personnel As of December 31, 2004,
- Page 52 and 53: Pfleiderer Corporate Guidelines for
- Page 54 and 55: Economic and Political Risks and In
- Page 56 and 57: No liquidity risk exists at present
- Page 58 and 59: wodego® is the latest brand in Pfl
- Page 60 and 61: Key Figures 2004 2003 No. of shares
8<br />
Ernst-Herbert <strong>Pfleiderer</strong><br />
Chairman of the Supervisory Board<br />
of <strong>Pfleiderer</strong> <strong>AG</strong><br />
During the reporting period, and in accordance with its legal and statutory obligations, the Supervisory<br />
Board of <strong>Pfleiderer</strong> Aktiengesellschaft supervised and advised the Company’s management.<br />
The Supervisory Board was always kept fully informed on all major developments, as well as<br />
on the general course of business. Where approval by the Supervisory Board for decisions and<br />
measures taken by the Board of Management was required – in particular for actions relating<br />
to financial and personnel planning and capital expenditure – the members of the Supervisory<br />
Board carefully examined all the issues at stake and adopted appropriate resolutions based on<br />
the information provided.<br />
The Supervisory Board held four ordinary meetings in March, June, September and December<br />
2004, during which the Board of Management reported in detail about the general state of business<br />
and on current developments. Apart from these meetings, a regular exchange of ideas<br />
took place between the Chairman of the Supervisory Board and the Spokesman of the Board of<br />
Management.
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