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

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Group management report
Corporate governance
It is the responsibility of the Supervisory Board
to advise and supervise the Management Board
in the performance of its business management
duties. The Supervisory Board also reviews the
annual financial statements of Henkel AG & Co.
KGaA and the consolidated financial statements,
taking into account the audit reports submitted
by the auditor. It further submits to the Annual
General Meeting a proposal indicating its recommendation
for the appointment of the external
auditor.
As a rule, the Supervisory Board meets four times
per year. It passes resolutions by a simple majority
of votes cast. In the event of a tie, the Chairperson
has the casting vote. The Supervisory Board has
established an Audit Committee and a Nominations
Committee. The Audit Committee is made up of
three shareholder- and three employee-representative
members of the Supervisory Board, each
elected by the Supervisory Board based on proposals
of their fellow shareholder or fellow employee
representatives on the Supervisory Board. The
Chairperson of the Audit Committee is elected by
the shareholder representative members on the
Supervisory Board. It is a statutory requirement
that the Audit Committee includes an independent
member of the Supervisory Board with expertise
in the fields of accounting and auditing. The Chairperson
of the Audit Committee, Dr. Bernhard
Walter, who is not the Chairperson of the Supervisory
Board or a former member of the Management
Board, satisfies these requirements. The
Audit Committee, which generally meets four
times a year, prepares the proceedings and resolutions
of the Supervisory Board relating to the
adoption of the annual financial statements and
the consolidated financial statements, and also
the auditor appointment proposal to be made
to the Annual General Meeting. It issues audit
mandates to the auditor and defines the focal
areas of the audit or review, as well as dealing with
questions of audit fee and other advisory services
provided by the auditor. It monitors the independence
and qualifications of the auditor, requiring
the latter to submit a declaration of independence
which it then evaluates. The Audit Committee
monitors the accounting process and assesses the
effectiveness of the internal control system, the
risk management system and the internal auditing
and review system, as well as being involved in
compliance issues. It also discusses with the
Management Board, with the external auditor in
attendance, the quarterly reports and the financial
report for the half-year prior to their publication.
Henkel Annual Report 2011
The Nominations Committee comprises the
Chairperson of the Supervisory Board and two
further shareholder representatives elected by the
shareholder representatives on the Supervisory
Board; the Chairperson of the Supervisory Board is
also Chairperson of the Nominations Committee.
The Nominations Committee prepares the proposals
to be submitted by the Supervisory Board
to the Annual General Meeting for the election of
members to the Supervisory Board (shareholder
representatives).
At regular intervals, the Supervisory Board and
the Shareholders’ Committee hold an internal
review to determine the efficiency with which
they and their committees/subcommittees carry
out their duties. This self-assessment is performed
on the basis of an extensive checklist, whereupon
points relating to corporate governance and improvement
opportunities are also discussed.
Pursuant to the German Corporate Governance
Code (Kodex), conflicts of interest must be disclosed
in an appropriate manner to the Supervisory
Board or Shareholders’ Committee, particularly
those that may arise as the result of a
consultancy or committee function performed in
the service of customers, suppliers, lenders or
other business partners. Members encountering
material conflicts of interest that are more than
just temporary are required to resign their mandate.
Some members of the Supervisory Board and of
the Shareholders’ Committee are or were in past
years holders of senior managerial positions
in other companies. Inasmuch as Henkel pursues
business activities with these companies, the
same arm’s length principles apply as those
applicable to transactions with and between unrelated
third parties.
For more details on the composition of the Management
Board, the Supervisory Board and the
Shareholders’ Committee, the committees established
within the Supervisory Board and the
subcommittees of the Shareholders’ Committee,
please refer to pages 156 to 159. Details of
compensation can be found in the remuneration
report on pages 36 to 44.
Objectives regarding Supervisory Board composition
Taking into account the specific situation of the
corporation, in December 2010 the Supervisory
Board passed a resolution detailing the objectives
for its composition as detailed below. These