PDF, 1.2 MB - Pfleiderer AG

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.