annual Report 2009 - STRATEC Biomedical AG

Report of the board of Management
Report of the supervisory board
THE share
Corporate Governance
Group Management report
Consolidated financial statements
Service
of interest requiring such disclosure arose in the 2009
financial year.
The Supervisory Board has imposed a Code of Procedure
on its activities. In particular, this governs the cooperation
within the Supervisory Board and the cooperation with the
Board of Management.
The Supervisory Board regularly subjects its activities to
an efficiency review performed with the assistance of a
detailed checklist. The most recent review, performed
on December 18, 2009, revealed that the activities of
the Supervisory Board are conducted efficiently in every
respect.
In view of its size, the Supervisory Board has not formed
any committees to date.
The members of the Supervisory Board and their responsibilities
are listed on Page 114 of this Annual Report, and
under Company / Management / Supervisory Board at the
company’s internet site at www.stratec-biomedical.de.
Shareholders and the Annual General Meeting
Shareholders exercise their rights, including their voting
rights, at the Annual General Meeting. Each share entitles
its bearer to the same voting rights. The Annual General
Meeting decides on the matters incumbent on it by law,
including the appropriation of earnings, the approval of
the actions of the Board of Management and the Supervisory
Board, the appointment of the auditor, the election of
Supervisory Board members, amendments to the Articles
of Association, and capital measures. The Annual General
Meeting is generally chaired by the Supervisory Board
Chairman. To assist shareholders in exercising their rights
in person, documents requiring publication following the
convening of the Annual General Meeting are made available
in the Investor Relations / Annual General Meeting
section of the company’s internet site at www.stratecbiomedical.de.
Shareholders have the option of authorizing
a voting proxy to exercise their voting rights in accordance
with their instructions.
Transparency
Shareholders are kept informed of all major developments
and events at the company by means of public announcements
and the company’s clearly structured internet site.
All developments at the company of significant relevance
for its share price and not yet in the public arena are
published by way of ad-hoc announcements. Information
about reporting dates and other important dates can be
found in the financial calendar on the internet site. The
“Internet Relations” section of the site also includes the
annual and interim reports, as well as information about
all transactions requiring disclosure and the invitation and
agenda for the most recent Annual General Meeting. All
declarations on the German Corporate Governance Code
(Declarations of Conformity) previously submitted by the
Board of Management and Supervisory Board pursuant
to § 161 of the German Stock Corporation Act (AktG)
can also be found here. Virtually all of the information
published by the company on the internet is also made
available in English.
Directors’ Dealings
According to § 15 a of the German Securities Trading Act
(WpHG), members of the Board of Management and the
Supervisory Board and their close relations are required
by law to disclose any acquisitions or sales of STRATEC
shares or related financial instruments to the company
and the Federal Financial Supervisory Authority (BaFin)
when the value of such transactions performed within a
given calendar year reaches or exceeds a total amount of
u 5,000. Any such notification received by the company
must be published immediately.
Following the entry into effect of the German Shareholder
Protection Improvement Act in October 2004, the group of
individuals required to make such disclosures was extended
to include other individuals with regular access to insider
information and authorized to take significant entrepreneurial
decisions.
The securities transactions requiring disclosure under
§ 15 a WpHG (Directors’ Dealings) have been published
on the internet sites of the company and the Federal Financial
Supervisory Authority (BaFin).
Shareholdings of the Board of Management
and Supervisory Board
The total number of company shares and related financial
instruments held by all members of the Board of Management
and Supervisory Board exceeds 1 % of the shares
issued by the company. The entire holdings of company
shares and related financial instruments have not been
reported separately for the Board of Management and
Supervisory Board.
stratec Annual Report 2009
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