ANNUAL REPORT 2008 | 2009 - SinnerSchrader AG

SinnerSchrader 2008 | 2009Corporate Governance11Corporate Governanceat SinnerSchraderCorporate Governance comprises all the values, principles,and rules governing corporate managementand control. Since 2002, the Government Commissionon the German Corporate Governance Code haspublished principles and standards which characterisegood, responsible Corporate Governance, and allGerman companies listed on the stock exchange mustdeclare their compliance with these principles eachyear. Since its creation, the Code has been continuallymodified on the basis of current knowledge and requirements.The present version is from 18 June 2009.Company BoardsThe management board of a stock corporation is appointedby the supervisory board and is independentlyresponsible for managing the enterprise. It carriesout business following the law, the statutes of thecompany, and the rules of procedure decreed by thesupervisory board for the management board. Underthese rules, the management board is required to seekapproval from the supervisory board prior to undertakingcertain business transactions.Declaration of ComplianceThe Management Board and Supervisory Board ofSinnerSchrader AG have always been committed tothe principles in the German Corporate GovernanceCode which aim at good, transparent, value-orientedcorporate management, and they welcome the developmentof Corporate Governance in Germany.The Management Board of SinnerSchrader AG stillconsists of two members. The Chief Executive Officer,Matthias Schrader, has been appointed to the Boarduntil 31 December 2010. The Chief Financial Officer,Thomas Dyckhoff, has been appointed until 31 December2012. Conflicts of interest according to Section 4.3of the German Corporate Governance Code did notarise in the 2008/2009 financial year.On 18 December 2008, the Supervisory Board andManagement Board of SinnerSchrader AG submittedthe declaration of compliance based on the version ofthe German Corporate Governance Code from 6 June2008 in accordance with Article 161 of the GermanStock Corporation Act. This declaration is reprinted atthe end of this explanation of corporate governanceand is permanently available to all shareholders andother interested parties on the www.wkn514190.dewebsite or in the “Investors” section under “CorporateGovernance” on the www.sinnerschrader.de website,together with the current version of the Code. Thedeclaration confirms that, with just a few exceptions,SinnerSchrader complied with the recommendationsof the German Corporate Governance Code.In December 2009, the Management Board andSupervisory Board will renew this annual declarationon the basis of the current version of the Code from18 June 2009.The Supervisory Board monitors the ManagementBoard and advises it on the management of the Company.The key tasks of the Supervisory Board includeacting as the representative of SinnerSchrader AG tothe Management Board, appointing members of theManagement Board, establishing the compensation forthese members, monitoring the work of the ManagementBoard and the Company, particularly as regardsaccounting processes, the effectiveness of the internalmonitoring system, and the effectiveness of the riskmanagement system, commissioning the financialauditors and monitoring the financial audit, approvingthe Annual Financial Statements and ConsolidatedFinancial Statements, and making decisions regardingthe business transactions of the Management Boardwhich require approval under the law, the Statutes ofthe Company, or the rules of procedure.The Supervisory Board of SinnerSchrader AG consistsof three members elected by the Annual GeneralMeeting. The Supervisory Board currently consists ofChairman Prof. Dr Reinhard Pöllath, Deputy ChairmanDieter Heyde, and Prof. Cyrus D. Khazaeli. All members