PDF, 1.2 MB - Pfleiderer AG

PDF, 1.2 MB - Pfleiderer AG PDF, 1.2 MB - Pfleiderer AG

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6 being focused: being better the new corporate strategy adopted in 2002 is the right starting point that will ensure the company’s successful long-term growth in value. Ladies and Gentlemen, Dear Shareholders, Friends and Associates of Pfleiderer AG, Fiscal 2002 saw the Pfleiderer AG undertake a major change in direction, successfully putting the Company in a stronger position to grow in value. During the reporting period, and in accordance with the legal and statutory obligations, the Supervisory Board was intensively involved in monitoring and advising the Company’s management. The Supervisory Board was kept fully informed on all major issues relating to the Company’s new strategic direction, as well as about the progress and effects of the divestments undertaken. The Supervisory Board was also kept fully informed about business developments in general, in what has been a very difficult operating environment. When the approval of the Supervisory Board for decisions and measures taken by the Executive Board was required – in particular for measures relating to financial and personnel planning and capital expenditure – the members of the Supervisory Board carefully examined all matters to be resolved during their meetings, and adopted appropriate resolutions on the basis of the written and oral information provided. The Supervisory Board held four ordinary meetings in January, May, July and November 2002 respectively, during which the Executive Board reported in detail about the general state of the Company and on current business developments. The Working Committee of the Supervisory Board met four

eport of the supervisory board pfleiderer ag 7 times during the year under review, in January, April, September and November 2002. Aside from these meetings, a regular exchange of views took place between the Chairman of the Supervisory Board and the Chief Executive Officer. The Conciliation Committee, set up in accordance with Sec. 27 (3) Mitbestimmungsgesetz (German Co-Determination Act) did not meet in the year under review. In the year under review, an Audit Committee chaired by Dr. Manfred Scholz was set up in accordance with the German Corporate Governance Code. The Audit Committee convened for the first time on March 20, 2003 to examine the Company’s financial statements. Based on the German Corporate Governance Code promulgated by the Federal Government at the beginning of 2002, the Supervisory and Executive Boards of Pfleiderer AG drafted Principles of Corporate Governance for the Company which extend beyond the general statutory guidelines, adding principles of good national and international corporate conduct and rules relating to the particular markets in which we are involved. We see the Pfleiderer Principles of Corporate Governance as an important factor which will strengthen trust in the Company in its communications with investors, employees and business associates alike. This self-imposed rigor will ensure that the Company is run in a transparent, responsible manner designed to increase its value, and thereby to increase the confidence others have in the way the Pfleiderer AG is managed and controlled. Within the framework of scheduled elections to the Supervisory Board, on July 2, 2002, the Shareholders’ Meeting elected Mr Hanno Fiedler, General Manager of Ball Packaging Europe, GmbH, formerly Schmalbach-Lubeca AG, Ratingen, and Mr Robert J. Koehler, CEO of SGL Carbon AG, Wiesbaden as new members of the Supervisory Board representing the employers. Dr. Hanns-Helge Stechl and Mr Horst Weitzmann did not stand for re-election. In accordance with the German Co-Determination Act, Mr Reinhard Hahn, IG Metall, Frankfurt, Mr Josef Rugge-Fechtelpeter, Chairman of the Works Council, Pfleiderer Wood-Based Panels Rheda, and Mr Manfred Schmidt, Chairman of the Works Council Pfleiderer Wood-Based Panels Neumarkt, were elected at the beginning of June 2002 as new members to the Supervisory Board to represent the employees. In a meeting on May 7, 2002, the Supervisory Board also granted Dr. Wolfgang Pinegger – member of the Executive Board of Pfleiderer AG since October 1999 responsible for Infrastructure Technology, and from spring 2000 also responsible for Insulation Technology – leave to resign early from his post on the Executive Board. This allowed Dr. Pinegger to place a personal bid for the Insulation Technology Business Center, or to cooperate with other bidders. Responsibility for the Infrastructure Technology Business Center, comprising the business units Rail Traffic, Masts, Energy/USA and Telecommunication was assumed by Prof. Dr. Ralf H. Bufe. Responsibility for the Company’s Wind Power activities was delegated to Dr. Jürgen Koch. I would like to thank all past members of the Supervisory and Executive Board, both personally, as well as on behalf of the shareholders and employees of the Company, for their many years of dedicated work.

6 being focused: being better<br />

the new corporate strategy adopted in 2002<br />

is the right starting point that will ensure the<br />

company’s successful long-term growth in value.<br />

Ladies and Gentlemen,<br />

Dear Shareholders, Friends and Associates of <strong>Pfleiderer</strong> <strong>AG</strong>,<br />

Fiscal 2002 saw the <strong>Pfleiderer</strong> <strong>AG</strong> undertake a major change in direction, successfully putting the<br />

Company in a stronger position to grow in value. During the reporting period, and in accordance with<br />

the legal and statutory obligations, the Supervisory Board was intensively involved in monitoring and<br />

advising the Company’s management. The Supervisory Board was kept fully informed on all major<br />

issues relating to the Company’s new strategic direction, as well as about the progress and effects of<br />

the divestments undertaken. The Supervisory Board was also kept fully informed about business developments<br />

in general, in what has been a very difficult operating environment. When the approval of<br />

the Supervisory Board for decisions and measures taken by the Executive Board was required – in particular<br />

for measures relating to financial and personnel planning and capital expenditure – the members<br />

of the Supervisory Board carefully examined all matters to be resolved during their meetings, and<br />

adopted appropriate resolutions on the basis of the written and oral information provided.<br />

The Supervisory Board held four ordinary meetings in January, May, July and November 2002<br />

respectively, during which the Executive Board reported in detail about the general state of the Company<br />

and on current business developments. The Working Committee of the Supervisory Board met four

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