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2. Shareholders and the General Meeting 3. Board of Management Pfleiderer AG has issued registered shares. Each share carries one vote. No “golden shares” exist. The General Meeting shall resolve on the appropriation of net income and on the ratification of the actions of the Board of Management and the Supervisory Board. It elects the public auditors and exercises all its legal rights. The Board of Management shall only exercise its authorization to issue new shares without preemptive rights where the issue does not to exceed 10 percent of subscribed capital. The Company shall publish all information and reports, including the Agenda of the General Meeting, via electronic media on the corporate website. The Company offers voting and proxy voting by Internet to facilitate the personal exercise of shareholders’ voting rights. The Company will arrange a corporate representative to exercise shareholders’ voting rights in accordance with instructions received. In the performance of its statutory duties, the Board of Management is bound to act in the Company’s best interests and in accordance with the Principles of Good Management. The central objective of corporate management is the sustained increase in corporate value. The key statistic used to determine this is EVA (Economic Value Added). The Board of Management coordinates corporate strategy with the Supervisory Board and is responsible for its implementation and must select appropriate effective and efficient instruments to this end. In doing so, it shall implement suitable systems for planning, supervision and risk management. The Board of Management is committed to acting lawfully and to ensure that all statutory regulations are upheld throughout the Pfleiderer Group. The Board of Management shall inform the Supervisory Board regularly about all major issues affecting the Company relating to planning, business developments or risk. Deviations from any previous plans or targets must be reported and justified. The Board of Management must also looks after the social responsibilities of the Pfleiderer Group. In accordance with Sec. 77, Aktiengesetz (German Stock Corporation Act), all members of the Board of Management are jointly and severally charged with the running the Company. Terms of reference regulate the allocation of areas of responsibility for each member of the Board of Management, and how the members of the Board of Management cooperate. Standing Orders allocate responsibility for decisions to be taken on matters of fundamental importance by the full Board of Management. Depending on the magnitude of the decision or the financial transaction involved, approval must also be given by the Supervisory Board. The members of the Board of Management must give their full working capacity to the Pfleiderer Group. They are bound to uphold the Company’s best interests and may not pursue any personal interests which would conflict with those of the Company. The members of the Board of Management may not accept payments or other personal advantages from third parties during the discharge of their duties which would be contrary to the best interests of the Company or its customers. 12
4. Supervisory Board The Board of Management accepts specific insider trading rules and commits management as a whole to comply with these rules. Compensation of members of the Board of Management is regulated by Sec. 87, Aktiengesetz (German Stock Corporation Act). Compensation comprises a fixed salary factor plus variable components. The variable components depend on the financial situation of the Company, the performance and outlook of the Group, as well as other performance-oriented elements. Stock options serve as variable compensation components, adding a long-term incentive effect. They are issued according to a scheme adopted by the General Meeting and Supervisory Board. Compensation and share holdings must be reported in the annual report. Stock option rights must be exercised within 3 years of issuance at latest. Insider trading rules are met by setting periods during which the exercising of option rights is suspended. The Board of Management of Pfleiderer AG has adopted rules that also apply to senior management eligible to receive stock options. It must also ensure that compensation for senior management throughout the Group adheres to these rules. The members of the Supervisory Board of Pfleiderer AG shall have the requisite expert knowledge, specific abilities and experience to enable them to fulfil their advisory and supervisory duties such that corporate targets are achieved. These qualifications shall be taken into account when accepting nominations for the Supervisory Board. The members of the Supervisory Board must have sufficient personal time in which to perform their duties. The Supervisory Board issues Standing Orders. The Chairman of the Supervisory Board shall maintain regular contact with the Chairman of the Board of Management and with the Board of Management as a whole, and shall be informed as soon as possible about any major events. The Chairman of the Supervisory Board shall then inform the members of the Supervisory Board. In order to improve efficiency, the Supervisory Board has set up a working Committee and an Audit Committee. The working Committee may take decisions on behalf of the Supervisory Board in accordance with statutory rules and Standing Orders. The Chairman of the Supervisory Board is not Chairman of the Audit Committee. The members of the Supervisory Board shall treat all information relating to their duties as confidential. Each member of the Supervisory Board is bound to uphold the Company’s best interests. The Supervisory Board shall be informed of any conflicts of interest which could result from a consultancy or directorship function with clients, suppliers, competitors, suppliers of capital or other business associates. Advisory and other service agreements between a member of the Supervisory Board and the Pfleiderer Group require prior approval by the Supervisory Board. Remuneration of the Supervisory Board and share holdings of its members are reported in the Company’s annual report. Representatives of the shareholders and employees are enjoined to work together on the Supervisory Board in a spirit of consensus. 13 CORPORATE GOVERNANCE
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 and 12: Dr Jürgen Koch Member of the Board
Page 13 and 14: Committees Formed by the Supervisor
Page 15: CORPORATE GOVERNANCE 1. Introductio
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
Page 62 and 63: Investor Relations Activities Indiv
Page 64 and 65: While the prices paid for paraffin
Page 67 and 68:
TURKEY The Turkish economy reported
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Liabilities and Shareholders’ Equ
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Pfleiderer Consolidated Statement o
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Comprehensive income 69 Other compr
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Infrastructure Technology Consolida
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Scope of Consolidation The consolid
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The activities of the Poles & Tower
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Sales of receivables are treated wi
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Property, Plant and Equipment Prope
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Accruals for Pensions and Similar O
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1. Liquid funds 2. Securities class
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7. Intangible assets As in the prev
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11. Financial liabilities 12. Other
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16. Long-term deferred income 17. D
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18. Stockholders’ equity The foll
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Stock Appreciation Rights 2000 Unde
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20. Derivative financial instrument
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Derivative financial instruments ar
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The following table reconciles the
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22. Pensions and similar obligation
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The following table explains the ch
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1. Contingent liabilities VII. Othe
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3. Pending litigation and claims 4.
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Geographical Information Sales Reve
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1. Leases 2. Valuation of inventori
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8. Discontinued operations Under US
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Accumulated amortization/depreciati
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Pfleiderer track systems B.V. Deven
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119
Page 125 and 126:
Pfleiderer AG Statement of Income 2
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Accumulated amortization/depreciati
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Hanno C. Fiedler Chairman of the ma
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Economic Glossary Asset deal Descri
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P Particleboard 30, 32, 34, 43, 54
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Income ratios Sales revenues 900,97
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Financial Calendar 2005 April 7, 20
Page 139 and 140:
July Pfleiderer track systems wins
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