Download Annual Report 2003 - Mühlbauer Group

Preface Security with a System The Share Management
Report
Consolidated
Financial
Statements
Independent
Auditor’s
Report
Report of the
Supervisory Board
Glossary
method. The obligations are assessed completely as an
actuarial liability with respect to retirement age, life
expectancy and other factors using a fixed annual
interest rate of normally 6 percent.
Other comprehensive income:
Other comprehensive income according to US-GAAP
includes unrealized gains and losses from the market
assessment of securities (available-for-sale securities)
and differences resulting from the translation of foreign
currency.
Stock option plans:
For stock option plans in the consolidated financial
statement, the subscription rights granted are assessed
according to US-GAAP in accordance with APB 25
"Accounting for Stock Issued to Employees" and a
corresponding liability is established during the waiting
period. According to German reporting principles, the
plans are not included in the balance sheet.
Costs for increasing capital:
In accordance with the Federal German Commercial
Code [HGB] the expenditure in direct connection with
going on the stock exchange are to be booked as
expenses. According to US-GAAP these expenses are to
be off-set against reserved capital.
Own shares:
According to US-GAAP, own shares that are in the
possession of the company are openly deducted directly
from the stockholders' equity. The German financial
reporting regulations require own shares to be shown in
the balance sheet in the category of securities under
current assets.
Foreign currency translation:
According to US-GAAP, trade receivables and liabilities
in foreign currencies are translated at the exchange rate
on the balance sheet day. Unrealized gains and losses
are treated as effective. According to German principles,
the lowest value principle applies for foreign currency
receivables and the highest value principle for foreign
currency liabilities. This means, that only unrealized
losses are shown in the balance sheet.
Consolidated income statement:
According to US-GAAP the income statement is to be
prepared according to the cost-of-sales method.
(32) INFORMATION PURSUANT TO § 160 (8) CORPORATION ACT (AKTG)
The MicroValue AG, Zurich, Switzerland, has informed
the company pursuant to § 21 (1) Securities Trading Act
that their proportion of the voting rights in the company
was below the threshold of 5 % on July 9th, 2003 and is
now 4.60 %.
(33) STATEMENTS IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE GERMAN
CORPORATE GOVERNANCE CODEX
Article 5.4.5:
The recompensation of the supervisory board is laid down
according to a proposal of the personal liable shareholder
and supervisory board at the annual general meeting and
regulated under § 16 of the articles of association of the
Mühlbauer Holding AG & Co. KGaA. The cash
compensation comprises apart from the reimbursement
of cash expenditure solely of a fixed share whereby the
chairman of the supervisory board receives double the
amount and the deputy chairman one and a half times the
amount of a supervisory board member.
The members of the supervisory board have received the following total payments in the business year 2003 1) :
Fixed Fees for tax Total payments
supervisory board recompense and legal consultancy
TEUR TEUR TEUR
Dr. Hermann Orth (chairman) 2) 2 22 24
Dr. Thomas Zwissler (chairman) 3) 4 11 15
Dr. Peter Drexel 5 - 5
Dipl.-Betriebswirt Carl-Franz von Quadt 2) 1 - 1
Dr. Frank Scholz 3) 1 - 1
13 346
1) related to group
2) up to April 29, 2003
3) as from April 29, 2003
The members of the supervisory board received total payments of 53 TEUR for the business year 2002. Included in this
amount are fixed components of 13 TEUR and recompensation for personal provided services of 40 TEUR.
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