PDF (7.3 MB) - GILDEMEISTER Interim Report 3rd Quarter 2012

Report of the Supervisory Board09report supervisory board /letter from the chairmanProf. Dr. Edgar Ernst headsFinance and Audit Committeeand unanimously passed a resolution to increase the budget for capital expenditure onproperty, plant and equipment in 2010. The Supervisory Board additionally discussedpossible measures to re-organise the financing and strengthen the cooperation with MoriSeiki. Kathrin Dahnke was appointed as an ordinary member of the Executive Board and,effective 1 October, assumed additional responsibility for controlling. All members of theSupervisory Board were present at the meeting (Hans Henning Offen, Prof. Dr. Edgar Ernst,Dr.-Ing. Jürgen Harnisch, Ulrich Hocker, Prof. Dr.-Ing. Walter Kunerth, Dr.-Ing. MasahikoMori, Gerhard Dirr, Harry Domnik, Oliver Grabe, Matthias Pfuhl, Günther-JohannSchachner, Norbert Zweng).At the seventh meeting on 21 October 2010, resolutions in connection with preparationsfor possible capital measures and financing were passed. Eleven members of theSupervisory Board were present at the meeting: (Hans Henning Offen, Prof. Dr. Edgar Ernst,Dr.-Ing. Jürgen Harnisch, Ulrich Hocker, Prof. Dr.-Ing. Walter Kunerth, Gerhard Dirr,Harry Domnik, Oliver Grabe, Matthias Pfuhl, Günther-Johann Schachner, Norbert Zweng).Main topics of the meeting on 7 November 2010 were the cooperation with MoriSeiki and financing measures. Following further adjustments and discussions, the SupervisoryBoard confirmed the financing concept and possible capital changes. All twelvemembers of the Supervisory Board were present.At the planning meeting on 25 November 2010 the Supervisory Board adopted the2011 planning and the medium term planning 2012 / 2013. It likewise approved thecapital expenditure budget 2011. All Supervisory Board members took part in this meeting(Hans Henning Offen, Prof. Dr. Edgar Ernst, Dr.-Ing. Jürgen Harnisch, Ulrich Hocker,Prof. Dr.-Ing. Walter Kunerth, Dr.-Ing. Masahiko Mori, Gerhard Dirr, Harry Domnik,Oliver Grabe, Matthias Pfuhl, Günther-Johann Schachner, Norbert Zweng).Committees are responsible for a major part of the Supervisory Board’s work: In thefinancial year 2010, the Supervisory Board of gildemeister Aktiengesellschaft had fivecommittees. The Financial and Audit Committee met five times in total. Items discussedwere the audit of the group and of the financial statements, the further development ofthe finance and tax strategy, as well as a proposal to appoint the annual auditors. Furthercore items were finance and tax projects. The Finance and Audit Committee is headed byProf. Dr. Edgar Ernst, a qualified, financial expert with many years’ experience in finance,accounting and risk management. Consequently, in this respect we also comply with therequirements of the German Act on Modernising Accounting Rules (BilMoG). The Committeemonitored the auditors’ independence and obtained the declaration of independenceof the auditors pursuant to Clause 7.2.1 of the German Corporate Governance Code.The Personnel, Nominations and Remuneration Committee consulted threetimes, in particular on Executive Board matters and remuneration issues, as well as onpersonnel development.