THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise

in detail the yearly and half-yearly financial reports. In its session
on October 24, 2008, the Auditing Committee obtained comprehensive
information on the integrated compliance management
system of the Symrise Group. The individual agenda items also
included receipt of the internal revision report.
The Auditing Committee prepared the Supervisory Committee’s
proposal to the Shareholders’ Meeting to nominate KPMG AG
Wirtschaftsprüfungsgesellschaft of Hanover as the new auditor.
Furthermore, the Auditing Committee discussed the interim
reports to be published and solicited a statement of independence
from the auditor. It commissioned the auditor and determined the
auditing fees, a risk-oriented audit approach and the main points
of the audit.
Members of the Arbitration Committee pursuant to § 27 (3)
MitbestG are Andreas Schmid (Chairman), Karl-Heinz Huchthausen,
Regina Hufnagel and Sanna Suvanto-Harsaae. It was not necessary
to convene the Arbitration Committee during the 2008 fiscal year.
Members of the Nominations Committee, whose task is to
recommend suitable candidates for the Supervisory Board to the
Shareholders’ Meeting regarding the election of shareholder
representatives to the Supervisory Board, are Andreas Schmid
(Chairman), Horst-Otto Gerberding and Sanna Suvanto-Harsaae.
The Nominations Committee convened once in the 2008 fiscal
year. The session dealt with the search for a suitable candidate to
succeed Klaus Kühn.
Topics in the Constituent Session
of the Supervisory Board
A regular issue for consultation in the full session of the Supervisory
Board was the sales and earnings performance of both
corporate divisions in the individual regions under the economic
conditions as they were developing. Important participatory
projects and their development as measured against the planned
objectives were also regular subjects of consultation in the full
session. The Supervisory Board convened in full a total of five
times in fiscal year 2008. No Supervisory Board member took part
in less than half of the sessions.
Our session of February 29, 2008, primarily focused on the
annual and consolidated financial statements as of December 31,
2007, the Executive Board’s proposal regarding appropriation of
earnings and the Group’s future dividend policy. The auditor also
participated in this session. The session was also devoted to the
Flavour & Nutrition division’s presentation of its healthcare strategy
and the extension of the authorization to acquire treasury shares.
Also at this session, the Supervisory Board approved the acquisition
of the aroma division of the Danish company Chr. Hansen.
At our session of April 29, 2008, right before the beginning of the
Shareholders’ Meeting, the Supervisory Board recognized the Company’s
performance and results from the first quarter 2008. The
Executive Board comprehensively informed us about the current
state of the Group. We also used the session to make final preparations
for the subsequent Shareholders’ Meeting. In addition, we
reached an agreement on the main focuses and the preparation of
the strategy conference convened by the Executive Board and
Supervisory Board on May 28 and 29, 2008.
The agenda of the session of July 23, 2008, focused on the
results of business operations in the second quarter 2008 and in
the first half-year 2008. A further focus was the Executive Board’s
presentation and explanation of an acquisition project. In addition,
we discussed the state of implementation of the Group’s growth
strategy together with the Executive Board and checked whether
it was successful based on documents pertaining to it presented
by the Executive Board.
In a session held on October 24, 2008, the Supervisory Board
dealt with the performance results of the third quarter 2008.
Against the background of the drastically worsening worldwide
financial crisis, we discussed the consequences of the financial
crisis for planning for the 2009 fiscal year with the Executive Board
comprehensively and in detail. The focus of the consultation was
the strongly fluctuating exchange rates of the currencies that are
most important for the Group and the continued rising prices of
raw materials and energy.
The session of December 16, 2008, focused completely on
corporate planning for the 2009 fiscal year against the background
of the ongoing global financial crisis. We discussed possible alternative
scenarios with the Executive Board which, in the case of a
further worsening of the global economy, could help us safeguard
the Group’s results. In the session, the Supervisory Board
approved the corporate planning for the 2009 fiscal year and
selected Dr. Peter Grafoner as the new Chairman of the Auditing
Committee. Also during this session, the CEO Dr. Linzbach
informed us that for personal reasons he did not intend to renew
his contract, which expires on October 22, 2009. In addition,
following a suggestion made by the Presidential Committee, the
Supervisory Board resolved to extend the appointments of the
Executive Board members Dr. Heinz-Jürgen Bertram, Mr. Achim
Daub and Mr. Dominique Yates to December 31, 2010.
50 Annual Report 2008 Symrise AG