Henkel Annual Report 2011 - Henkel AG & Co. KGaA Annual Report ...

Henkel Annual Report 2011 Report of the Supervisory Board
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representatives and Works Councils for their
constructive support in Henkel’s development.
In particular, I would like to extend our gratitude
to you, our shareholders, for the confidence you
continue to show in our company, its management,
its employees, and its products and
services.
Ongoing dialogue with the Management Board
Again in fiscal 2011, we as the Supervisory Board
diligently discharged our duties in accordance
with the legal statutes, Articles of Association
and rules of procedure governing our actions. We
carefully and regularly monitored the work of the
Management Board, advising and supporting it in
its stewardship, in the strategic further development
of the company and in decisions relating to
matters of major importance.
Cooperation between the Management Board
and the Supervisory Board takes place through
extensive dialogue based on mutual trust and
confidence. Throughout fiscal 2011, the Management
Board kept us fully informed of all major
issues affecting the company and its Group
companies with prompt, detailed written and
oral reports. Specifically, the Management Board
provided explanations of the business situation,
operational development, business policy, profitability
issues, and our short­term and long­term
corporate, financial and personnel planning, as
well as capital expenditures and organizational
measures. In the course of preparing the quarterly
reports, moreover, details were given of the sales
and profits of the Henkel Group as a whole, with
further analysis by business sector and region.
Outside Supervisory Board meetings, I as
Chairwoman remained in regular contact with
the Chairman of the Management Board; this
ensured that the Supervisory Board was constantly
kept informed of current business developments
and major occurrences.
The Supervisory Board and the Audit Committee
each held four regular meetings in 2011. Attendance
of the Supervisory Board meetings during
the year averaged 94 percent. No member of the
Supervisory Board participated in fewer than
half the meetings. All Audit Committee meetings
were fully attended apart from one.
There were no conflicts of interest involving
Management Board or Supervisory Board
members which had to be disclosed to the
Supervisory Board and reported to the Annual
General Meeting.
Major issues discussed at Supervisory Board
meetings
In all our meetings, we discussed the reports
provided by the Management Board, consulting
with its members on the development of the corporation
and strategic issues. We also discussed
the overall economic situation and Henkel’s
business development.
The main items on the agenda for our meeting
of February 22, 2011 were approval of the annual
and consolidated financial statements for 2010,
including the risk report and the corporate governance
report, the 2011 Declaration of Compliance,
and our proposed resolutions for the Annual
General Meeting, relevant details of which were
published in our last Annual Report. During
the same meeting, we further dealt with specifics
relating to Henkel’s market appearance and
questions pertaining to the presentation of
Henkel as an attractive employer.
At our meeting of April 11, 2011, which was held
straight after the Annual General Meeting, the
main topics discussed – aside from the general
performance of the individual business sectors
– centered on current developments in Japan,
Egypt and Tunisia. We also consulted on the
effects of the increases in raw material prices,
discussed in detail the importance of the North
American market for Henkel’s branded consumer
goods business and our development in general,
and issues relating to the implementation of our
new vision and values.
In addition to operational developments in
the first eight months of the financial year, our
meeting held on September 27, 2011 also focused
on strategic issues. We consulted on the further
development of our sustainability strategy, formulated
under the heading “Achieving more with
less.” We considered the status and structure of
our shared service centers, and also the efficiency
improvements accompanying the further standardization
of our processes and the associated