Pallet-Management-Services - AFM

| ANNUAL REPORT 2006 | IFCO SYSTEMS N.V. |
ACTIVITIES OF THE SUPERVISORY BOARD
The Supervisory Board held fourteen (14) meetings in 2006,
except one all were held together with both the Executive
Management Committee and the Board of Managing Directors.
The items discussed included a number of recurring subjects,
such as Company’s strategy, the financial performance of
the Company in 2006, acquisition of the CHEP US RPC
business, business plan 2007, stock option issues and corporate
governance issues such as Supervisory Board resignation
scheme, approval of a Supervisory Board Profile and approval
of the amendment of Supervisory Board Committee Charters.
The Supervisory Board put special emphasis on and discussed
frequently the ongoing ICE investigation and consulted with the
Company’s law firm Baker & McKenzie.
On February 21, 2007 the Supervisory Board conducted a
meeting with the accountants and discussed the consolidated
and separate financial statements. Following that discussion
the Supervisory Board approved the consolidated and separate
financial statements 2006.
The Supervisory Board is acting in accordance with the
Company’s Supervisory Board Charter.
The Supervisory Board, the Board of Managing Directors and
Executive Management Committee are acting in accordance
with the Company’s Code of Ethics.
The Supervisory Board has established committees whose
duties, responsibilities and processes are set out in separate
charters (see below).
The Supervisory Board discussed on its own, without the Board
of Managing Directors or the Executive Management Committee
being present, both their functioning and that of their individual
members as well as the competence and the composition of the
Supervisory Board.
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The Supervisory Board discussed the corporate strategy and
the business plan of the Company as well as the risks of the
business. The discussion with the Board of Managing Directors
and the Executive Management Committee regarding the
structure and operation of internal risk management and internal
control systems was delegated to the Audit Committee.
SUPERVISORY BOARD COMMITTEES
In order to fulfil the requirements of the Dutch Corporate
Governance Code and the rules of the Frankfurt Stock
Exchange, the Supervisory Board has established committees
whose duties, responsibilities and processes are set out in
separate charters.
Audit Committee
Effective September 6, 2005 the Supervisory Board adopted a
charter of the Audit Committee. This charter was amended on
November 20, 2006.
Pursuant to its charter, the Audit Committee is to be composed
of at least three Supervisory Board members. All members of
the Audit Committee are required to be financially literate and
at least one member shall be a financial expert as defined in
BPP III.3.2. of the Dutch Corporate Governance Code.
The Audit Committee is currently composed of Ralf Gruss
(Chairman), Hervé Defforey and Dr. Philipp Gusinde. All of
them are financially literate and Mr. Defforey is qualified as the
financial expert.
According to the charter, the Audit Committee shall meet as
often as it determines necessary, but not less frequently than
quarterly.
The Audit Committee met five (5) times in 2006. The main items
discussed in these meetings were: annual and interim financial