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Annual Report 2007 - Muehlhan AG

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ManageMent divisions share Group ManaGeMent report Group Consolidated FinanCial stateMents<br />

<strong>Report</strong> of the<br />

Supervisory Board<br />

<strong>Muehlhan</strong> <strong>AG</strong> looks back on an eventful <strong>2007</strong> fiscal year.<br />

After the successful initial public offering during the 2006 fiscal year,<br />

the company had to rise to new challenges and make trend-setting<br />

strategic decisions during the past year. In doing so, the primary<br />

objective was to permanently overcome potential hurdles and<br />

shape the orientation of the company for the future. As the<br />

Supervisory Board, we accompanied the work of the company’s<br />

management during the reporting year to the extent specified by<br />

law and by the Articles of Incorporation.<br />

Review of management of the company<br />

and supporting advice for the Executive Board<br />

by the Supervisory Board<br />

during the <strong>2007</strong> fiscal year, the Executive board provided<br />

regular reports to the Supervisory board in writing and verbally<br />

regarding the commercial development of <strong>Muehlhan</strong><br />

aG and of the <strong>Muehlhan</strong> Group. in doing so, special attention<br />

was given to the company’s complex market situation<br />

in light of general economic development. the Executive<br />

board also provided comprehensive reports regarding the<br />

financial position of the corporation and of the subsidiary<br />

companies, their earnings performance, and corporate<br />

planning. in a total of five joint meetings, the Supervisory<br />

board and the Executive board discussed personnel and<br />

business policy processes and a collective course. additionally,<br />

the Supervisory board attended to the situation of<br />

the Group in several internal telephone conferences.<br />

Key topics at all the meetings were the strategic orientation<br />

of the <strong>Muehlhan</strong> Group and the resulting operational<br />

implementation. at the same time, the development of the<br />

company’s four main areas of business in the international<br />

markets was discussed. other key topics were the current<br />

state of business performance and finances.<br />

the Executive board provided required additional information<br />

to the Supervisory board without delay verbally and<br />

in writing. Even between meetings, the Supervisory board<br />

was in direct contact with the Executive board, so that individual<br />

questions about important developments and business<br />

transactions at <strong>Muehlhan</strong> could be discussed and<br />

decided without time delays.<br />

Focal points during the <strong>2007</strong> deliberations<br />

the following topics were discussed as focal points during<br />

the meetings of the Supervisory board during the <strong>2007</strong><br />

fiscal year:<br />

the successful ipo in the year 2006, and thus the acceptance<br />

of the business model by the capital market,<br />

aroused expectations for the year <strong>2007</strong>, which <strong>Muehlhan</strong><br />

was unable to fulfill to the extent in the short-term. in addition,<br />

<strong>Muehlhan</strong> came under pressure at an early stage as<br />

a result of individual factors like the challenging business<br />

development for the uS subsidiary companies.<br />

from the beginning, the project difficulties at the California<br />

Golden Gate bridge were a subject of the deliberations<br />

between the Supervisory board and the Executive board<br />

such that the subsidiary company Certified Coatings<br />

Company was able to assert the legal claims in a timely<br />

manner and in close coordination. during the course of the<br />

fiscal year, the Supervisory board regularly informed itself<br />

about the current developments for the project. there was<br />

a similar regular exchange regarding other elements of uS<br />

activities, including the situation for the offshore service<br />

provider Meaux and the continued weakness in the marine<br />

sub-markets in the uSa. the Supervisory board included<br />

the various individual factors in its considerations when<br />

it engaged in the evaluation of the recommendations of<br />

the Executive board for a restructuring of the american<br />

subsidiary companies. in the deliberations with management<br />

of the <strong>Muehlhan</strong> Group, the Supervisory board<br />

was able to procure comprehensive insight into the extent<br />

and effectiveness of the measures, and to support them.<br />

7

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