THE NATURE OF OUR BUSINESS – STABLE GROWTH - Symrise

Annual and Consolidated 2008 Financial Statements
The auditor KPMG AG Wirtschaftsprüfungsgesellschaft, Hanover,
(formerly KPMG DeutscheTreuhand-Gesellschaft Aktiengesellschaft,
Wirtschaftsprüfungsgesellschaft, Hanover) audited the
annual financial statements for the fiscal year from January 1,
2008, to December 31, 2008, that were prepared by the Executive
Board according to HGB (German Commercial Code) standards
as well as the Symrise AG management report. The Auditing Committee
issued the order for the audit in accordance with the April
29, 2008, resolution of the Shareholders’ Meeting. The auditor
issued an unqualified certification.
The Symrise AG consolidated financial statements were prepared
in accordance with § 315 a HGB on the basis of the International
Financial Reporting Standards (IFRS). The auditor also certified
the consolidated financial statements and the Group management
report without qualification.
The auditor’s report on these financial statements and additional
auditing reports and documentation were delivered to all members
of the Supervisory Board in a timely manner. They were discussed
thoroughly in the sessions of the Audit Committee of February 18,
2009, and in the full session of the Supervisory Board of February
25, 2009. The auditors participated in the discussion of the annual
financial statements and consolidated financial statements
in both bodies, where they reported on the key audit results and
were available to the Supervisory Board to answer questions and
provide additional information.
Following our own review of the annual financial statements, the
consolidated financial statements, the management report and
the Group management report, we accepted the findings of the
auditor. In our session of February 25, 2009, we approved the
annual financial statements and the consolidated financial statements
upon the recommendation of the Audit Committee. The
annual financial statements are thereby adopted.
After examining it, we endorsed the proposal of the Executive
Board for the use of the net profit of the year. The Supervisory
Board considers the proposal regarding the appropriation of profits
to be appropriate.
Corporate Governance
Also on behalf of the Supervisory Board, pursuant to 3.10 of the
German Corporate Governance Code, the Executive Board reports
on the corporate governance at Symrise AG on pages 44 – 48 of
this annual report.
Annual Report 2008 Symrise AG 51
We have continually observed the further development of corporate
governance standards in Germany and abroad.
On February 25, 2009, the Executive Board and Supervisory Board
submitted an updated Declaration of Conformity according to
§ 161 AktG and made this permanently available to the shareholders
on the Company’s website. With two exceptions, Symrise AG
conforms entirely to the recommendations of the Government
Commission of the German Corporate Governance Code as
published in the current (June 6, 2008) version available from the
Federal Ministry of Justice in the official section of its electronic
Federal Gazette of August 8, 2008.
Changes in the Executive Board and Supervisory Board
There were no changes in the Executive Board during the reporting
year.
There was one change in the Supervisory Board of Symrise AG in
the 2008 fiscal year. Mr. Klaus Kühn resigned as shareholders'
representative as of the end of 2008. A successor has yet to be
named.
The Supervisory Board extends its thanks to Mr. Kühn, the Executive
Board, the employees and the employee representatives of all
Group companies for their commitment and the work they did in
fiscal year 2008.
On behalf of the Supervisory Board,
Andreas Schmid
Chairman
Holzminden, February 25, 2009
Company