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annual Report 2009 - STRATEC Biomedical AG

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<strong>Report</strong> of the board of Management<br />

<strong>Report</strong> of the supervisory board<br />

THE share<br />

Corporate Governance<br />

Group Management report<br />

Consolidated financial statements<br />

Service<br />

the risk of fines or contractual penalties due to non-compliance<br />

with regulations or the risk of legal proceedings being<br />

initiated against the company’s directors and officers. The<br />

availability of considerable expertise at the internal legal<br />

department and from the legal advisors of the <strong>STRATEC</strong><br />

Group enable these risks under private, criminal and labor<br />

law to be dealt with appropriately. The investor relations<br />

and communications departments of the <strong>STRATEC</strong> Group<br />

are the contact partners for risks relating to capital market<br />

law in terms of non-compliance with disclosure obligations<br />

or insider trading.<br />

Internal information system – Within the <strong>STRATEC</strong> Group,<br />

the internal exchange of information takes place directly<br />

between the relevant specialist departments and management<br />

teams in the case of subsidiaries. This process is<br />

assisted by the quality management department and is<br />

dependent on the clear instruction issued by this department<br />

to all employees that the agreed regulations have to<br />

be complied with. The assessment of such risks is covered<br />

by a separate section in the risk management system of the<br />

<strong>STRATEC</strong> Group. The specialist departments hold regular<br />

employee training sessions covering the relevant requirements<br />

(including those applicable to the capital market).<br />

Internal controlling system – Controlling activities in<br />

the context of the compliance management system are<br />

performed by the relevant specialist departments, which<br />

in turn are required to report to the management of the<br />

respective companies of <strong>STRATEC</strong> <strong>AG</strong>.<br />

All key positions at the <strong>STRATEC</strong> Group are filled with<br />

responsible, competent employees. Within their respective<br />

areas of responsibility, however, managers are nevertheless<br />

obliged to perform ongoing checks throughout the<br />

business process.<br />

The ongoing checks in both development and production<br />

divisions take the form of documentation inspections<br />

undertaken by the respective managers. Moreover, the<br />

quality management department also performs internal<br />

audits at regular intervals. Accounting procedures and the<br />

flow of funds at the companies are inspected by applying<br />

the dual control principle and by undertaking audits of key<br />

areas upon the preparation of the financial statements.<br />

The Board of Management is regularly informed about<br />

the compliance system and about important compliancerelated<br />

matters at the company. The Board of Management<br />

in turn reports on compliance-related matters to the Supervisory<br />

Board within the framework of the risk management<br />

system.<br />

13. Risk report<br />

Risk report:<br />

Risk management system<br />

The risk management system was established as an early<br />

warning risk identification system and serves to analyze and<br />

assess the risks facing the company and its environment<br />

pursuant to § 91 (2) of the German Stock Corporation<br />

Act (AktG). The individuals required to report such risks<br />

compile reports on their respective areas of risk at fixed<br />

intervals, as well as ad-hoc reports if necessary, which<br />

are qualified and quantified on the basis of a systematic<br />

approach. At the various levels of aggregation, the decision<br />

makers and directors and officers of the company<br />

are provided with a so-called Risk Handbook to serve as<br />

a controlling instrument. This enables the conceivable<br />

consequences of individual risks, including those arising<br />

over time, to be viewed and assessed alongside any<br />

change in their probability of occurrence. With the extension<br />

of group structures within the <strong>STRATEC</strong> Group, the<br />

subsidiaries have been incorporated into the existing risk<br />

management system at the parent company. The respective<br />

risks and their various interdependencies are analyzed<br />

both at the individual companies and between the group<br />

companies.<br />

The opportunities arising for the <strong>STRATEC</strong> Group on<br />

account of its cooperation with existing and new partners,<br />

its new technologies, and its substantial growth in changing<br />

markets are to be assessed as being sustainably positive.<br />

Potential risks should nevertheless be reported, regardless<br />

of whether it is considered likely or unlikely that they will<br />

actually occur. Factors such as the speed of development,<br />

the smooth integration of hardware and software, and the<br />

fulfillment of regulatory and market requirements have a<br />

considerable impact on the growth and success of the<br />

<strong>STRATEC</strong> Group. In contrast to these, other factors, such<br />

as the definition of market acceptance criteria and the<br />

reagents portfolio, a major factor in the success of a given<br />

product, lie outside the control of the <strong>STRATEC</strong> Group. Due<br />

to our business model, trials, validation, the extent to which<br />

minimum purchase volumes are exceeded and the sales<br />

structures are in the hands of our customers.<br />

stratec Annual <strong>Report</strong> <strong>2009</strong><br />

39

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