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Pallet-Management-Services - AFM

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The Supervisory Board has established committees whose duties, responsibilities and<br />

processes are set out in separate charters (see below).<br />

The Supervisory Board discussed on its own, without the Board of Managing Directors or the<br />

Executive <strong>Management</strong> Committee being present, both their functioning and that of their<br />

individual members as well as the competence and the composition of the Supervisory Board.<br />

The Supervisory Board discussed the corporate strategy and the business plan of the Company<br />

as well as the risks of the business. The discussion with the Board of Managing Directors and<br />

the Executive <strong>Management</strong> Committee regarding the structure and operation of internal risk<br />

management and internal control systems was delegated to the Audit Committee.<br />

SUPERVISORY BOARD COMMITTEES<br />

In order to fulfil the requirements of the Dutch Corporate Governance Code and the rules of the<br />

Frankfurt Stock Exchange, the Supervisory Board has established committees whose duties,<br />

responsibilities and processes are set out in separate charters.<br />

Audit Committee<br />

Effective September 6, 2005 the Supervisory Board adopted a charter of the Audit Committee.<br />

This charter was amended on November 20, 2006.<br />

Pursuant to its charter, the Audit Committee is to be composed of at least three Supervisory<br />

Board members. All members of the Audit Committee are required to be financially literate and<br />

at least one member shall be a financial expert as defined in BPP III.3.2. of the Dutch Corporate<br />

Governance Code.<br />

The Audit Committee is currently composed of Ralf Gruss (Chairman), Hervé Defforey and Dr.<br />

Philipp Gusinde. All of them are financially literate and Mr. Defforey is qualified as the financial<br />

expert.<br />

According to the charter, the Audit Committee shall meet as often as it determines necessary,<br />

but not less frequently than quarterly.<br />

The Audit Committee met five (5) times in 2006. The main items discussed in these meetings<br />

were: annual and interim financial statements, earnings releases, audit findings, audit fees,<br />

external audit planning, internal audit planning and results, internal control, risk management<br />

system and tax issues.<br />

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