THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise

The Executive Board and Supervisory Board work together closely.
The sustained growth of the company’s value is the common objective
of both the Executive Board and the Supervisory Board.
The Executive Board manages the company on its own responsibility,
develops the Group’s strategic alignment, coordinates this
with the Supervisory Board and is responsible for its implementation.
The Supervisory Board monitors and advises the Executive
Board with respect to its managerial activities. The Executive Board
provides the Supervisory Board with regular, prompt and comprehensive
reports on all relevant issues of corporate planning and
strategic development, on company performance, on the state of
the Group, including a risk profile, and on risk management. The
articles of incorporation specify reservations of consent for significant
business transactions. These reservations of consent are
contained in identical form in rules of procedure for the Executive
Board. These provisions, together with the rules of procedure for
the Supervisory Board, are available to the public on our website.
The report of the Executive Board also includes the topic of compliance,
i.e. the measures for adherence to legal regulations and
internal corporate guidelines.
The term of office for shareholder representatives and employee
representatives on the Supervisory Board ends at the conclusion
of the Shareholders’ Meeting in which the actions of the Supervisory
Board for fiscal year 2010 are formally approved.
As in past years, there are no former members of the Executive
Board on the Supervisory Board in order to ensure independent
consultation and supervision.
There were also no conflicts of interest among members of the Executive
Board and Supervisory Board in 2008. Any such conflicts of
interest must be disclosed to the Supervisory Board without delay.
Klaus Kühn, who retired from the Supervisory Board of Symrise
AG at the end of December 31, 2008, is a member of the Executive
Board of Bayer AG in Leverkusen. In certain cases, subsidiaries
of Symrise AG have customer and supplier relationships with Bayer
AG and its subsidiaries. Furthermore, Bayer AG is the former owner
of Haarmann & Reimer GmbH, which was first sold to Symrise and
later merged into the Symrise Group. To the extent that there are
mutual claims for tax refunds or back duties arising from the purchase
contract for Haarmann & Reimer GmbH from the year 2002,
this has not had any effect on the responsibilities of Mr. Kühn on
the Supervisory Board.
Annual Report 2008 Symrise AG 45
The only consultant or service agreements or other exchange contracts
in fiscal year 2008 between members of the Supervisory
Board and the company involved Mr. Horst-Otto Gerberding.
In connection with the retirement of Mr. Gerberding as managing
director of the former Symrise Holding GmbH, the company and
Mr. Gerberding entered into an “Amended and Restated Service
Agreement” on September 4, 2003. Under the terms of this agreement,
Mr. Gerberding is entitled to monthly transitional allowance
of € 41,666 until March 31, 2008.
Following this, the company is required to pay Mr. Gerberding an
annual retirement pension of € 100,000 until his death. This
amount increases by € 7,500 for each year that Mr. Gerberding
remains in the service of the company after the expiration of the
agreement. Mr. Gerberding is also entitled to a pension from Symrise
GmbH & Co. KG through an employment and supply contract
dated July 29, 1983. The total sum of retirement pension and pension
entitlement is € 23,475 per month. This amount is borne to
one half each by Symrise GmbH & Co. KG and Symrise AG.
In addition, Mr. Gerberding is entitled in fiscal year 2008 to payment
of monthly compensation of a further € 41,666 for a postcontract
ban on competition. This entitlement is valid until and
including September 2009.
Transparency
Pursuant to § 15a of Germany’s Securities Trading Act (“WpHG” –
Wertpapierhandelsgesetz) the members of the Executive Board
and Supervisory Board of Symrise AG as well as certain employees
with management duties and the persons with whom they have
a close relationship must disclose the purchase or sale of Symrise
shares and related financial instruments. This duty of disclosure
applies if the value of the transactions undertaken by one of the
aforementioned persons reaches or exceeds the sum of € 5,000.
All of the reports received by Symrise AG as of December 31,
2008, are published on our website under the heading Investor Relations/Corporate
Governance/Directors’ Dealings. This includes
all such reports since the IPO in December 2006, including any
involving persons who have meanwhile left the Executive Board
and Supervisory Board.
The direct or indirect total holding of shares in Symrise AG by all
members of the Executive and Supervisory Boards as at December
31, 2008, was more than 1%. The amount of 6.24% of shares
in Symrise AG held in total by members of the Executive and Supervisory
Boards consists of 5.99% held by members of the Supervisory
Board and 0.25% by members of the Executive Board.
Company