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

More documents

Recommendations

Info

28 Group management report Subindex Henkel Annual Report 2011 Group management report Subindex 29 Corporate governance 29 I. Corporate governance/ Corporate management report 36 II. Remuneration report 45 Operational activities 45 Overview 45 Organization and business sectors 45 Strategy and financial targets for 2012 46 Strategic priorities and progress in fiscal 2011 47 Progress in fiscal 2011 47 Financial targets 2012 48 Sustainability strategy 2030 51 Value-based management and control system 52 EVA ® and ROCE 53 Statutory and regulatory situation 53 Business performance 53 World economy 55 Management Board review of business performance 56 Sales and profits 58 Comparison between actual business performance and guidance 58 Expense items 59 Other operating income and charges 59 Financial result 59 Net income 59 Dividends 59 Earnings per share (EPS) 60 Net assets and financial position 60 Acquisitions and divestments 60 Capital expenditures 61 Net assets 62 Financing and capital management 63 Financial position 63 Key financial ratios 64 Employees 67 Procurement 68 Production 70 Research and development 74 Marketing and distribution 76 Business sector performance 76 Laundry & Home Care 80 Cosmetics/Toiletries 84 Adhesive Technologies 88 Risk report 88 Risks and opportunities 88 Risk management system 89 Major risk categories 93 Overall risk – Management Board appraisal 93 Forecast 93 Macroeconomic development 93 Sector development 94 Opportunities: Emerging markets and innovative products with plenty of potential 94 Outlook for the Henkel Group in 2012 95 Post-2012 outlook 95 Subsequent events
Henkel Annual Report 2011 Group management report Corporate governance 29 Corporate governance at Henkel AG & Co. KGaA The Management Board, the Shareholders’ Committee and the Supervisory Board are committed to ensuring that the management and stewardship of the corporation are conducted in a responsible and transparent manner aligned to achieving a long-term increase in shareholder value. In keeping with this undertaking, they have pledged themselves to the following three principles: • Value creation as the foundation of our management approach. • Sustainability achieved through the application of socially responsible management principles. • Transparency supported by an active and open information policy. I. Corporate governance / Corporate management report The German Corporate Governance Code (Kodex) was introduced in order to promote confidence in the management and oversight of listed German corporations. It sets out the regulations and also the internationally and nationally recognized standards of responsible corporate management as applicable to the situation in Germany. The Kodex, which is aligned to the statutory provisions applicable to a German joint stock corporation (“Aktiengesellschaft” [AG]), is applied analogously by Henkel AG & Co. KGaA. For a better understanding of the situation at Henkel, this report describes the principles underlying the management and control structure of the corporation together with the special features, distinguishing us from an AG, that derive from our specific legal form and our Articles of Association. Also explained in the following are the main rights granted to shareholders of Henkel AG & Co. KGaA. The report takes into account the recommen dations of the Kodex and contains all the disclosures and explanations required according to Sections 289 (4), 289a and 315 (4) of the German Commercial Code [HGB]. Legal form / Special statutory features of Henkel AG & Co. KGaA Henkel is a “Kommanditgesellschaft auf Aktien” (KGaA). A KGaA is a company with its own legal personality (i.e. it is a legal entity) in which at least one partner assumes unlimited liability in respect of the company’s creditors (personally liable partner). The other partners participate in the capital stock, which is split into shares, and their liability is limited by these shares; they are thus not liable for the company’s debts (limited partners per Section 278 (1) German Stock Corporation Act [AktG]). • In terms of its legal structure, a KGaA is a mixture of a joint stock corporation (AG) and a limited partnership (KG), with the bias toward stock corporation law. The differences with respect to an AG are essentially as follows: The duties of the executive board of an AG are performed at Henkel AG & Co. KGaA by Henkel Management AG – acting through its Management Board – as the sole Personally Liable Partner (Sections 278 (2) and 283 AktG in conjunction with Article 11 of our Articles of Association). • The rights and duties of the supervisory board of a KGaA are more limited compared to those of the supervisory board of an AG. In particular, the supervisory board is not authorized to appoint personally liable partners, to preside over the associated contractual arrangements, to impose procedural rules on the management board or to rule on business transactions. A KGaA is not required to appoint a director of labor affairs, even if, like Henkel, the company is bound to abide by Germany’s Codetermination Act of 1976. • The general meeting of a KGaA essentially has the same rights as the shareholders’ meeting of an AG. In addition, it votes on the adoption of the annual financial statements of the corporation; it further formally approves the actions of the personally liable partner(s). In the case of Henkel, it also elects and approves the actions of the members of the Shareholders’ Committee. Resolutions passed in general meeting require the approval of the personally liable partner where they involve matters which, in the case of a partnership, require the authorization of the personally liable partners and also that of the limited partners (Section 285 (2) AktG) or relate to the adoption of annual financial statements (Section 286 (1) AktG). According to our Articles of Association, in addition to the Supervisory Board, Henkel also has a standing Shareholders’ Committee comprising a minimum of five and a maximum of ten members, all of whom are elected by the Annual General Meeting (AGM) (Article 27 of the Articles of Association). The Shareholders’ Committee is required in particular to perform the following functions: • It acts in place of the AGM in guiding the business activities of the corporation. • It decides on the appointment and dismissal of the personally liable partner(s). www.corporategovernance-code.com
Page 1 and 2: Annual Report 2011
Page 3 and 4: Laundry & Home Care Leading market
Page 5 and 6: Henkel Annual Report 2011 1 Our com
Page 7 and 8: Henkel Annual Report 2011 Foreword
Page 9 and 10: Henkel Annual Report 2011 Foreword
Page 11 and 12: Henkel Annual Report 2011 Report of
Page 17 and 18: Henkel Annual Report 2011 Managemen
Page 19 and 20: Henkel Annual Report 2011 Excellenc
Page 29 and 30: Henkel Annual Report 2011 Shares an
Page 31: Henkel Annual Report 2011 Shares an
Page 35 and 36: Henkel Annual Report 2011 Group man
Page 69 and 70: Henkel Annual Report 2011 program h
Page 71 and 72: Henkel Annual Report 2011 Procureme
Page 73 and 74: Henkel Annual Report 2011 manufactu
Page 75 and 76: Henkel Annual Report 2011 Major Hen
Page 77 and 78: Henkel Annual Report 2011 Fritz Hen
Page 79 and 80: Henkel Annual Report 2011 For our i
Page 81 and 82: Henkel Annual Report 2011 Economic
Page 83 and 84:
Henkel Annual Report 2011 Due to it
Page 85 and 86:
Henkel Annual Report 2011 Economic
Page 87 and 88:
Henkel Annual Report 2011 brands Pe
Page 89 and 90:
Henkel Annual Report 2011 Economic
Page 91 and 92:
Henkel Annual Report 2011 Business
Page 93 and 94:
Henkel Annual Report 2011 ing respo
Page 95 and 96:
Henkel Annual Report 2011 cover the
Page 97 and 98:
Henkel Annual Report 2011 Overall r
Page 99 and 100:
Henkel Annual Report 2011 We also e
Page 101 and 102:
Henkel Annual Report 2011 Notes to
Page 103 and 104:
Henkel Annual Report 2011 Equity an
Page 105 and 106:
Henkel Annual Report 2011 Consolida
Page 107 and 108:
Henkel Annual Report 2011 Group seg
Page 109 and 110:
Henkel Annual Report 2011 Accountin
Page 111 and 112:
Henkel Annual Report 2011 disclosed
Page 113 and 114:
Henkel Annual Report 2011 previous
Page 115 and 116:
Henkel Annual Report 2011 Consolida
Page 117 and 118:
Henkel Annual Report 2011 Book valu
Page 119 and 120:
Henkel Annual Report 2011 Accumulat
Page 121 and 122:
Henkel Annual Report 2011 Disclosed
Page 123 and 124:
Henkel Annual Report 2011 cash, pro
Page 125 and 126:
Henkel Annual Report 2011 Fair valu
Page 127 and 128:
Henkel Annual Report 2011 Reconcili
Page 129 and 130:
Henkel Annual Report 2011 (16) Inco
Page 131 and 132:
Henkel Annual Report 2011 (18) Othe
Page 133 and 134:
Henkel Annual Report 2011 revaluati
Page 135 and 136:
Henkel Annual Report 2011 The net r
Page 137 and 138:
Henkel Annual Report 2011 Cash flow
Page 139 and 140:
Henkel Annual Report 2011 Credit ri
Page 141 and 142:
Henkel Annual Report 2011 Because w
Page 143 and 144:
Henkel Annual Report 2011 Notes to
Page 145 and 146:
Henkel Annual Report 2011 Allocatio
Page 147 and 148:
Henkel Annual Report 2011 Other dis
Page 149 and 150:
Henkel Annual Report 2011 The numbe
Page 151 and 152:
Henkel Annual Report 2011 For regio
Page 153 and 154:
Henkel Annual Report 2011 Cash flow
Page 155 and 156:
Henkel Annual Report 2011 Recommend
Page 157 and 158:
Henkel Annual Report 2011 Independe
Page 159 and 160:
Henkel Annual Report 2011 Responsib
Page 161 and 162:
Henkel Annual Report 2011 Subcommit
Page 163 and 164:
Henkel Annual Report 2011 Managemen
Page 165 and 166:
Henkel Annual Report 2011 Quarterly
Page 167 and 168:
Henkel Annual Report 2011 Glossary
Page 169 and 170:
Credits Published by: Henkel AG & C
show all

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

Create successful ePaper yourself

Delete template?

Save as template?