PDF, 3.2 MB - Pfleiderer AG

Dependency Report
KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Berlin/
Frankfurt, also audited the Dependency Report prepared by the Board of Management relating to
the Company’s dealings with its affiliated companies, as required under Sec. 312 of the German
Stock Corporation Act (“Dependency Report”). The public auditor issued the following opinion:
“Within the terms of our audit and assessment we confirm that
1. the information provided in the Report is correct,
2. the Company did not make excessive payments as part of the transactions mentioned in the
Report.”
The Supervisory Board has also reviewed the Dependency Report drawn up by the Board of
Management. The Supervisory Board raised no objections to the concluding statement made by
the Board of Management and the results of the audit by the public auditor.
Corporate Governance
In accordance with Sec. 161 German Stock Corporation Act, the Board of Management and the
Supervisory Board of Pfleiderer AG issued a declaration in December 2004 stating the extent to
which the Company has complied with the Recommendations of the Government Commission on
the German Corporate Governance Code and the extent to which it will comply in future. Where
exceptions and deviations to the Recommendations occur, full reasons are given (see the section
below, “Corporate Governance”). The Corporate Governance Code drawn up in 2003 for the
Company retains validity.
Personnel
N. Erich Gerlach, member of the Supervisory Board of Pfleiderer AG since 1997, resigned from
office with effect from December 31, 2004. Wolfgang Haupt has since been appointed to replace
him from January 1, 2005. On behalf of all members of the Supervisory Board, I would like to
extend my sincere thanks to Mr Gerlach for his many years of valuable work for the Company.
On behalf of all members of the Supervisory Board, I would also like to thank the Board of Management,
the employee representatives and all employees of our Company for their hard work
and dedication over the last twelve months. I would also like to extend my best wishes to employees
working in those parts of the Company since sold, and wish them every success in their
new companies.
Neumarkt, April 5, 2005
Ernst-Herbert Pfleiderer
Chairman of the Supervisory Board
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