Pallet-Management-Services - AFM
Pallet-Management-Services - AFM
Pallet-Management-Services - AFM
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
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 />
13