Pallet-Management-Services - AFM

| ANNUAL REPORT 2006 | IFCO SYSTEMS N.V. |
Confl ict of interest of members of the Supervisory Board
Mr. Schoeller has the right to visit meetings of the Board of
Schoeller Arca Systems N.V., the exclusive supplier of RPCs
to the Company. Mr. Schoeller however does not take part in
any discussion and/or decision on a respective subject during
Supervisory Board meetings of the Company.
In the opinion of the Supervisory Board the Company complied
with the BPP III.6 of the Dutch Corporate Governance Code
(Conflicts of interest) and only Mr. Schoeller does have a conflict
of interest as described above and as referred to in the Dutch
Corporate Governance Code.
Independence of the members of the Supervisory Board
During August 2005, Schoeller Logistic Systems GmbH sold its
shares in the Company to Island LP and used the proceeds from
this transaction to acquire an indirect investment in Island LP.
As a result of this transaction and other holdings Mr. Schoeller
indirectly owns 18.2% in capital stock of the Company.
Mr. Schoeller and some of his family members directly hold 0.7%
in capital stock of the Company. Mr. Schoeller can therefore not
be regarded as independent in application of the criteria listed in
BPP III. 2.2. of the Corporate Governance Code.
In the opinion of the Supervisory Board the Company complied
with the BPP III.2.1 of the Corporate Governance Code
(Independency of Supervisory Board members).
EXECUTIVE MANAGEMENT COMMITTEE
The Board of Managing Directors together with the Selection
and Appointment Committee has appointed Executive
Managers (Executive Management Committee) to execute
the management of the Company’s business. The Executive
Managers promote the interest of the Company and enhance
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the Company’s value. They are also responsible for achieving
the Company’s aims, strategy, policy and results. The Executive
Management Committee directs the preparation of the Company’s
quarterly and annual financial statements. The Executive
Management Committee also informs the Board of Managing
Directors and the Supervisory Board regularly, promptly and
comprehensively regarding all issues related to Company’s
strategy implementation, business operational and financial
budgeting and development, the structure and operation of the
internal risk management and control systems, compliance with
legislation and regulations and emerging risks inherent in the
Company’s business activities. Major decisions of the Executive
Management Committee require the prior approval of the Board
of Managing Directors or the Supervisory Board respectively.
The current members of the Executive Management Committee,
bound to IFCO SYSTEMS by an employment agreement, are:
Name Age Position
Karl Pohler 53 Chief Executive Officer
Michael W. Nimtsch 49 Chief Financial Officer
Wolfgang Orgeldinger 49 Chief Operating Officer
David S. Russel 47 President, IFCO SYSTEMS North America
Karl Pohler (see above).
Michael W. Nimtsch became Chief Financial Officer of
the Company in October 2000. Mr. Nimtsch also became a
Managing Director of IFCO SYSTEMS GmbH in September
2000. He is also serving as Supervisory Board member in
subsidiaries of the Company. Before joining the Company,
Mr. Nimtsch served as Chief Financial Officer of Hagemeyer
Deutschland GmbH (former ETG Fröschl GmbH & Co. KG), an
electrical infrastructure materials supplier, and was responsible
for finance, purchasing, foreign subsidiaries, retail and human
resources. During Mr. Nimtsch’s tenure with this company, its