THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise

Report of the
Supervisory Board
In the following, the Supervisory Board reports on its activities in
fiscal year 2008. Key topics include the continuous dialog between
the Supervisory Board and the Executive Board, the main agenda
items in the full assembly as well as in the committees, and the
annual and consolidated financial statements. In fiscal year 2008,
the Supervisory Board also fulfilled its responsibilities under the
law and according to the articles of incorporation with great care.
We provided regular consultation to the Executive Board and
supervised the Company management. The Executive Board consulted
us in determining the strategic planning and orientation of
the Company. For this purpose, the Supervisory Board and Executive
Board held a strategy conference beyond the scope of its
regular sessions on May 28 and 29. In five regular meetings, the
Supervisory Board deliberated in detail on all business transactions
of significance to the Company based on information
received from the Executive Board. The Executive Board provided
us with regular, current and comprehensive reports on all relevant
issues related to corporate planning, investment planning, the
course of business, the state of the Group, the risk profile and
risk management. The Executive Board also reported to the
Supervisory Board on the compliance program and on business
management in conformity to the law. It did so in both written and
oral form. The Executive Board reported all important key financial
figures to us once a month. The Supervisory Board was directly
involved in all decisions of fundamental significance to the Company.
Deviations of the course of business from the plans and
objectives were explained to us at an early stage and in detail. We
examined and understood all such deviations based on documents
provided by the Executive Board.
Wherever so called upon by law or according to the articles of
incorporation, we submitted our vote on the reports and proposed
resolutions of the Executive Board following thorough analysis and
discussion. In addition to me, other members of the Supervisory
Board were in close and continuous contact with the Executive
Board beyond the scope of Supervisory Board sessions. Furthermore,
I paid special attention here to the future orientation of the
two corporate divisions, the status of essential projects and the
key business transactions. The increasingly severe worldwide
financial crisis in the second half of 2008 was repeatedly a subject
of my discussions with the Supervisory Board.
The Executive Board presented legal or regulatory matters subject
to our approval in time for a decision to be taken. In urgent cases,
decisions were taken in consultation with the Chairman of the
Supervisory Board in writing or on the phone. Conflicts of interest
between members of the Executive Board and Supervisory Board,
Annual Report 2008 Symrise AG 49
which have to be disclosed to the Supervisory Board without delay
and which have to be reported at the Shareholders’ Meeting, did
not occur in 2008.
The Supervisory Board’s Work in Committees
To fulfill its responsibilities more efficiently, the Supervisory Board
formed a total of four committees. These committees draft the
Supervisory Board’s resolutions and prepare the agenda items to be
addressed in the full session. The four committees are the Auditing
Committee, the Arbitration Committee pursuant to § 27 (3) of the
Codetermination Act (MitbestG), the Presidential Committee and
the Nominations Committee newly formed in December 2007. In
certain instances, where permitted by law, the Supervisory Board’s
decision-making authority is assigned to its committees. The Chairman
of the Supervisory Board also chairs all of the committees with
the exception of the Auditing Committee. In the full session, the
chairmen of the committees report regularly and comprehensively
on the content and results of the committee meetings.
Members of the Presidential Committee, which is responsible
for the employment contracts of the members of the Executive
Board including benefits as well as other Executive Board matters,
are Andreas Schmid (Chairman), Horst-Otto Gerberding, Karl-Heinz
Huchthausen, Regina Hufnagel and Sanna Suvanto-Harsaae. The
Presidential Committee convened four times in the 2008 fiscal
year. The focus of the committee’s work was on the examination
of the remuneration system of the Executive Board and the adoption
of success criteria for variable remuneration components to
act as long-term incentives (Long Term Incentive Plan, LTIP). A further
focus of the advisory sessions was the proposal to extend the
appointments of the Executive Board members Dr. Heinz-Jürgen
Bertram, Achim Daub and Dominique Yates until December 31,
2010, and the announcement by the CEO, Dr. Linzbach, that he did
not intend to renew his contract, which expires on October 22,
2009, for personal reasons.
Members of the Auditing Committee, which deals in particular
with issues related to accounting, risk management and business
management in conformity with the law, are Klaus Kühn (Chairman
until December 16, 2008, and a member until December 31,
2008), Dr. Peter Grafoner (Chairman as of December 16, 2008),
Andreas Schmid and Peter Winkelmann. The Auditing Committee
convened six times in the 2008 fiscal year. In the presence of the
auditor as well as the CEO and the CFO, the committee dealt with
financial statements and consolidated financial statements of
Symrise AG, the quarterly reports and the auditor’s reports, as well
as the further development of the risk management system and
the compliance program. The Auditing Committee also discussed
Company