ANNUAL REPORT 2004 - ELMOS Semiconductor AG

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MANAGEMENT BOARD ELMOS – THE COMPANY THE ELMOS SHARE CORPORATE GOVERNANCE 44 Resolute implementation of the zero defect strategy Management Board and employees in Dortmund work together in a trusting part- nership. An employee representative committee with its own statutes represents the employees’ interests in numerous subcommittees both among each other and towards the management. There are subcommittees for social issues, human rela- tions, employee promotion, and economic issues. Share option programs The employees’ long-term commitment to the company and stake in the company’s profits are both achieved by annual share option programs. These programs provide for the issue of share options to employees below Management Board level and, at identical conditions, to the Management Board members. As additional prerequisite to the Management Board members’ share options, a limit (“cap”) to the performance was introduced with the share option program 2004. Share options for Management Board members are also variable remuneration components with long-term incen- tive effect. By shareholders’ resolution of April 27, 2004 conditional capital up to an amount of Euro 930,000 is provided for the share option program. In its meeting on December 17, 2004, the Supervisory Board approved the Management Board’s resolution on the issue of up to 160,000 share options to employees below Management Board level as well as 40,000 share options to Management Board members, at an issue price of 13.98 Euro. The issue value per option depends on the 10-day average of the official stock exchange quotation of the ELMOS share price prior to the day of resolution and an exercise hurdle of ten percent. Options may be exercised after two years at the soonest, and they are exercisable for the following three years. Options may only be exercised within certain exercise windows. In 2004 employees and Management Board members subscribed for 295,722 share options stemming from the share option program of 2003. As of December 31, 2004 altogether 803,210 share options were outstanding, originating from the programs of the years 1999 through 2003. So far no options have been exercised. QUALITY MANAGEMENT Within the context of continuous improvement processes, ELMOS resolutely imple- ments its zero defect strategy, achieving an outstanding automotive-suited quality level. Regular examinations of the tools put to use, following the serial products from development up to manufacture, constant analyses and statistical procedures make this high quality level possible. Internal laboratories examine not only possible defect mechanisms of semiconductor manufacture but also sensor and packaging specific features.
GROUP STATUS REPORT FINANCIAL STATEMENTS GROUP STRUCTURE GLOSSARY ÿ Business and economic framework Future of automotive electronics Profit, financial and assets situation Supplementary report Risk report Outlook report Starting in the mid-nineties, ELMOS has set up a quality management system which is audited annually in accordance with DIN ISO 9001 and the standards QS 9000 and VDA 6.1. All these norms have been subsumed under ISO/TS 16949:2002 with world- wide validity. In 2004 ELMOS Dortmund, ELMOS North America, ELMOS France, and GED were audited and certified in accordance with the new norm. As has been mentioned in the last annual report, ELMOS won the much-coveted “Delphi Electronic Europe Supplier of the Year 2003” award for the excellent quality of its products. ENVIRONMENTAL PROTECTION AND WORKPLACE SAFETY Occupational safety and environmental protection are considered equal in rank next to the products’ quality and economy. Compliance with the law, minimization of environmental damages, the staff’s sense of responsibility, conservation management, and continuous improvement and communication are some of the principles of the ELMOS environmental policy. The environmental protection management was certified in accordance with DIN EN ISO 14001 (by TÜV Rheinland) at the Dortmund location in the year 2003 for the first time. In 2004 its confirmation followed in the shape of a supervision audit showing no divergences. The departments workplace safety and environmental protection are established directly below Management Board level. ISO 14001 systematically and permanently anchors environmental protection in the management. In managing environmental protection, ELMOS emphasizes both effective prevention and efficient capacity uti- lization. In 2004 ELMOS presented the eco report for the fiscal year 2003. It informs com- prehensively about all environmentally relevant activities, the environmental effects resulting from these activities, and the organization of workplace safety. A case in point, the product related water consumption was decreased by more than 15 percent as compared to 2002. The relative electricity and natural gas consumption was also reduced in comparison with the year before. elmos annual report 2004 45
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ANNUAL REPORT 2004
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Five-year overview ELMOS Group acco
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ÿ Chronicle 2004 1 ST QUARTER 2 ND
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ÿ Table of contents MANAGEMENT BOA
Page 10 and 11: MANAGEMENT BOARD ELMOS - THE COMPAN
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GROUP STATUS REPORT FINANCIAL STATE
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FINANCIAL CALENDAR Press conference
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ANNUAL REPORT 2004 - ELMOS Semiconductor AG

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