Pallet-Management-Services - AFM

| ANNUAL REPORT 2006 | IFCO SYSTEMS N.V. |
Report of the Supervisory Board
The Board of Managing Directors together with the Executive
Management Committee have authorized the consolidated
financial statements for 2006 and submitted to the Audit
Committee for review. Based on the recommendation of the Audit
Committee, the Supervisory Board approved the consolidated
financial statements 2006. These financial statements can be
found on pages 68 – 99 of this annual report. Ernst & Young
Accountants have audited the consolidated financial statements.
Their report appears on page 67.
CORPORATE GOVERNANCE
Sound corporate governance is a high priority to IFCO SYSTEMS.
The confidence of our stakeholders is essential if they are
to cooperate effectively within and with our Company. The
guidelines on which our corporate governance rests are
good entrepreneurship, enterprise continuity, operational and
corporate control maintenance and enhancement, and decision
making integrity and transparency of our Executive Management
and supervision thereof.
The Company has implemented a code of ethics, which is
specifically intended to provide for a number of implementing
requirements in the area of avoidance of conflicts of interest
by the Supervisory Board, the Board of Managing Directors,
the Executive Management Committee and employees of the
Company. The Company has also established arrangements in
regard of a whistleblower function.
As a Dutch Company, we follow the principles and best practice
statements of the Dutch Corporate Governance Code, which
came into effect on January 1, 2004.
The Board of Managing Directors and the Supervisory Board
are responsible for the corporate governance structure of the
Company and the compliance with the Corporate Governance
Code. They are accountable for this to the general meeting of
shareholders.
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In implementing the above mentioned Dutch Corporate
Governance Code and in order to reflect the intention of the
shareholders to amend the one-tier Board structure to a two-tier
Board structure, certain changes to the Company’s articles of
association were resolved in 2005.
BOARD STRUCTURE
Articles of association
In order to comply with the Corporate Governance Code as
well as to new provisions of the Dutch Civil Code with respect
to public limited liability companies, on August 18, 2005, the
General Meeting of Shareholders amended the Company’s
articles of association. Also, the existing one-tier structure (with
one Board of Directors, composed of an Executive Director
A and Non-Executive Directors B and C) was changed into a
two-tier structure (with a Board of Managing Directors and a
Supervisory Board). The new Directors of the Supervisory Board
were elected on August 18, 2005 and came into effect on
August 29, 2005.
Board of Managing Directors
According to the articles of association:
The Board of Managing Directors is in charge of managing the
Company. It shall consist out of one or more Managing Directors.
Presently, the Board of Managing Directors consists of two
Managing Directors.
The Managing Directors are appointed by the General Meeting
of Shareholders. They are appointed for a maximum period of
four (4) years, provided that, unless a Managing Director resigns
at an earlier date, his appointment term ends on the day of the
next General Meeting to be held in the fourth year after the year
of his appointment. A Managing Director can be reappointed for
consecutive periods of not more than four (4) years and with
due observance of the provisions in the preceding sentence.