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

Henkel Annual Report 2011 Group management report
Corporate governance
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objectives, to be reviewed at regular intervals,
will be taken into account by the Supervisory Board
when proposing election candidates to the Annual
General Meeting for all re-electable and ad-hoc
replacement Supervisory Board positions:
• The members of the Supervisory Board should,
generally speaking, offer the knowledge, skills
and relevant experience necessary in order
to properly perform their duties. Particularly
required are experience and expertise in one
or several of the fields of corporate management,
book-keeping and accountancy, financial
control/risk management, corporate governance/compliance,
research and development,
production/technology, and marketing/sales/
distribution, as is knowledge of the industrial
or consumer business in the primary markets
in which Henkel is active. Members of the
Supervisory Board should also have sufficient
time at their disposal in order to carry out
their mandate.
• The international activities of the corporation
should be appropriately reflected in the composition
of the Supervisory Board. Consequently,
efforts will be made to retain those current
members with an international background.
The mix of candidates proposed for election
should also contain an appropriate number of
women. Here, a proportion of 25 percent is
essentially regarded as appropriate. Efforts will
therefore be made to maintain or, if possible,
increase this proportion for upcoming new
and ad-hoc replacement elections.
• In addition, the Supervisory Board should have
a sufficient number of independent members.
In future, therefore, the Supervisory Board is
to contain not more than two former members
of the Management Board, no persons who
perform board or committee functions or act
as consultants for major competitors, and no
persons whose relationship with the corporation
or members of the Management Board
could give rise to conflicts of interest. Further,
no persons shall be proposed for election
who, at the time of the election, have already
reached their 70th birthday.
Objectives attainment status
Generally, the Supervisory Board has at its disposal
the knowledge, skills and technical abilities
needed to properly and effectively perform its
duties. In particular, the Supervisory Board
counts among its number several members offering
international business experience or other
international expertise. No-one sitting on the
Supervisory Board exceeds the specified maximum
age.
In accordance with the proposal put forward by
the Executive Staff Representation Committee of
Henkel AG & Co. KGaA, Düsseldorf District Court
appointed Dr. Martina Seiler as member of the
Supervisory Board to replace Mr. Ulf Wentzien, who
resigned from the Supervisory Board as the Representative
of the Senior Staff of Henkel AG & Co.
KGaA on December 31, 2011. This means that
currently five of the 16 members of the Supervisory
Board are female, and the proportion of women
on the Supervisory Board stands at around 31 percent.
In keeping with the objective of, where
possible in new elections, increasing the proportion
of seats occupied by women, the Supervisory
Board proposes to the 2012 Annual General Meeting
that, for the scheduled re-election of the
shareholder representatives, two women – instead
of one as has previously been the case – be elected
to the Supervisory Board. Subject to the proposed
candidates being elected, this would increase the
proportion of female representatives on the Supervisory
Board to around 38 percent.
Transparency / Communications
An active and open communication policy ensuring
prompt and continuous information dissemination
is a major component of the value-based
management approach at Henkel. Hence shareholders,
shareholder associations, participants in
the capital market, financial analysts, the media
and the public at large are kept informed of the
current situation and major business changes
relating to the Henkel Group, with all stakeholders
being treated equally. All such information is
also promptly made available on the internet.
Up-to-the-minute information is also incorporated
in the regular financial reporting undertaken
by the corporation. The dates of the major recurring
publications, including the dates for the
press conference on the preceding fiscal year and
the Annual General Meeting, are announced in
our financial calendar, which is also available on
the internet.
The corporation’s advancements and targets in
relation to the environment, safety, health and
social responsibility are published annually in
our Sustainability Report. Shareholders, the
media and the public at large are provided with
Around 31%
Supervisory Board
membership female.