Annual Report 2009 - Rieter

24 Rieter-Konzern Rieter Group . Annual . Geschäftsbericht Report 2009 2009 . Corporate . Abschnitt Governance
The personnel committee met for one regular meeting
in 2009. The meeting lasted half a day. All committee
members attended all the meeting. The Lead
Director chairs the personnel committee/nomination
committee on issues regarding the Executive
Chairman.
Allocation of authority
The Board of Directors delegates operational management
of the business to the Executive Chairman
of the Rieter Group. The members of the Group Executive
Committee report to the Executive Chairman.
The allocation of authority and cooperation between
the Board of Directors, the Executive Chairman, the
divisions and the Corporate Center are stipulated in
the group management regulations. The Executive
Chairman draws up the strategic and financial planning
statements and the budget with the Group Executive
Committee, and submits them to the Board
of Directors for approval. He reports regularly on the
course of business as well as on risks and changes
in personnel at management level. In addition to periodic
reporting, he is obliged to inform the Board
of Directors immediately about business transactions
of fundamental importance.
Information and control instruments
regarding the Group Executive Committee
The Board of Directors receives from the Group Executive
Committee a written monthly report on the
key figures of the group and the divisions which provides
information on the balance sheet, cash flow
and income statements, capital expenditure and
projects. The figures are compared with the budget,
the previous year and competitors. The Board of
Directors is also informed at each meeting about the
course of business, important projects and risks. If
the Board of Directors has to rule on major projects
a written request is submitted to directors prior to
the meeting. The projects approved by the Board of
Directors are monitored in the context of special
project controlling. Once a year the Board of Directors
discusses the strategic plans drawn up by the
Group Executive Committee and the financial plan
for the group and the divisions. Financial statements
for publication are drawn up twice a year.
The members of the audit committee, the Executive
Chairman, the CFO and appointed members of the
management, receive the internal audit reports.
Internal audit conducted 28 audits in 2009. The results
were discussed in detail with the companies
and divisions concerned, and appropriate measures
have been initiated accordingly. The statutory auditors
have access to the minutes of the meetings of
the Board of Directors.
Code of Conduct
The Code of Conduct is an integral part of every
employee’s contract of employment. The Code of
Conduct is explained to employees in the individual
units and is verified regularly in the context of internal
audits and by additional audits. This code
can be accessed on the Internet at www.rieter.com/
about-rieter-group.