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12 being focused: being better 4. Supervisory Board The Management Board informs the Supervisory Board regularly about all issues of importance to the company relating to planning, business development and risk. Deviations from any previous plans or targets are reported and explained. The Management Board tends to the social responsibilities of the Pfleiderer Group. According to Sec. 77, German Stock Corporation Act, the Management Board is in full charge of running the Company. Terms of Reference regulate the allocation of areas of responsibility for each member of the Management Board and how the Management Board works together. Standing Orders state that decisions to be made on matters of fundamental importance lie to the full Management Board. Depending on the magnitude of the decision or financial transaction involved, approval must also be given by the Supervisory Board. The members of the Management Board give their full working capacity to the Pfleiderer Group. They are bound by the Company’s best interests and may not pursue personal interests which would conflict with the interests of the Company. The members of the Management Board shall not accept payments, or other personal advantages, from third parties during the discharge of their duties which would interfere with the best interests of the Company or its customers. The Management Board accepts the specific insider trading rules and commits management as a whole to comply with the terms of these rules. Compensation of the members of the Management Board is regulated by Sec. 87, German Stock Corporation Act. Compensation comprises a fixed salary and variable components. The variable components depend on the financial situation of the Company, performance and outlook of the Group, as well as performance-oriented elements. Stock options serve as variable compensation components with a long-term incentive effect. They are issued according to a plan adopted by the General Meeting and the Supervisory Board. Compensation and stock holdings are reported in the corporate annual report. Stock option rights must be exercised within 3 years of issuance at most. Insider trading rules are applied by setting periods during which the exercise of option rights is suspended. The Management Board of Pfleiderer AG has adopted rules that also apply to senior management eligible to receive stock options. It shall also ensure that compensation for senior management throughout the Group is in accordance with these rules. The Supervisory Board of Pfleiderer AG is composed of members with the required expert knowledge, and specific abilities and experience to enable them to fulfil their advisory and supervisory duties so that corporate targets are achieved. These qualifications are taken into account when accepting nominations for election to the Supervisory Board. The members of the Supervisory Board must have sufficient personal time to perform their duties. The Supervisory Board issues Standing Orders. The Chairman of the Supervisory Board regularly maintains contact with the Chairman of the Management Board and the Management Board, and is informed without delay about any important events. The Chairman of the Supervisory Board then informs the members of the Supervisory Board. In order to increase its efficiency, the Supervisory Board has formed a Working Committee and an Audit Committee. The Working Committee may take decisions on behalf of the Supervisory Board in accordance with applicable statutory rules and the Standing Orders. The Chairman of the Supervisory Board is not Chairman of the Audit Committee.
5. Communication and Information corporate governance pfleiderer ag 13 The members of the Supervisory Board shall keep any information relating to their duties secret. Each member of the Supervisory Board is bound by the Company’s best interests. The Supervisory Board is informed of any conflicts of interests which may result from a consultancy or directorship function with clients, suppliers, suppliers of capital or other business associates. Advisory and other service agreements between a member of the Supervisory Board and the Pfleiderer Group require approval by the Supervisory Board. Compensation of the Supervisory Board and stock holdings of its members are reported in the corporate annual report. Representatives of the shareholders and the employees shall work together on the Supervisory Board on a basis of consensus. Preparations relating to the election of the public auditor, what emphasises the audit should take, and matters relating to auditor fees lie to the Audit Committee. The Audit Committee is also responsible for preparing the audit of the Consolidated Financial Statements including the Management Report. When communicating with shareholders and the general public, the Management Board shall maintain a policy of transparency, punctual timing, openness, comprehensibility and fair treatment. It shall publish all new facts which may arise within the Company’s areas of activity not known to the public where these facts are likely to have a substantial impact on the share price due to their effect on the assets, financial situation or general course of the Company’s business. All major financial dates are published in advance on the corporate website. Information about the Company is published via the Internet. All publications are available in English. The Company shall notify any purchase or sale of Company shares made by members of the Management Board or the Supervisory Board, or by related parties, on the corporate website in accordance with the rules of “Directors’ Dealings”. Neumarkt, January 15, 2003 Pfleiderer AG The Management Board
Page 1 and 2: january february march april being
Page 3 and 4: Group figures Jan. 1 - Jan. 1 - Dec
Page 5 and 6: usa Poles & Towers Barstow, Califor
Page 7 and 8: we are working for change to ensure
Page 9 and 10: y looking for a strategic partner w
Page 11 and 12: eport of the supervisory board pfle
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Page 15: 1. Introduction 2. Shareholders and
Page 19 and 20: management report market report pfl
Page 21 and 22: management report market report/com
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Page 25 and 26: Equity ratio in % 22.7 20.8 02 01 m
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Page 29 and 30: Arnsberg Bad Tölz Gütersloh Neuma
Page 31 and 32: 17 % 19 % 35% 29% ■ Industry ■
Page 33 and 34: 16 % 20% 11 % 3% ■ DBS ■ Chipbo
Page 35 and 36: Barstow, California Bartow, Florida
Page 37 and 38: Coswig Dinkelsbühl Gernsbach Lange
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Page 53 and 54: PEPP Potential Recognition manageme
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management report post-closure repo
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management report post-closure repo
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pfleiderer ag 67 Consolidated Finan
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consolidated financial statements b
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Pfleiderer Consolidated Statements
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consolidated financial statements s
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consolidated financial statements s
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consolidated financial statements n
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4. Inventories 5. Property, plant a
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7. Financial assets 8. Other long-l
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11. Other short-term accruals 12. C
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15. Deferred income 16. Discontinue
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18. Stock appreciation rights and s
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19. Derivative financial instrument
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21. Pensions and similar obligation
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V. Notes to Statement of Income 1.
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2. Other financial obligations 3. L
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IX. Earnings per Ordinary Share con
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3. Long-term investments and securi
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11. Revenues XIII. Changes in Asset
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consolidated financial statements a
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consolidated financial statements b
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consolidated financial statements c
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consolidated financial statements g
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Pfleiderer AG Statement of Income 2
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financial statements of the legal e
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III. Principles of Accounting and V
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(2) Current assets (3) Stockholders
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(4) Accruals financial statements o
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V. Notes to Statement of Income fin
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Audit Opinion financial statements
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economic glossary ■ capital emplo
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■ p Particleboard 15f, 25ff, 9ff
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in brief multi-year summary pfleide
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financial calendar contacts imprint
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