Annual Report 2005

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76 Notes relating to the consolidated annual accounts The remuneration of the Executive Board of Directors and the Supervisory Board were distributed as follows: Executive Board of Directors Supervisory Board in €k in €k Basic salary 455 26 Performance-related bonus 0 0 Bonus with long-term incentive 0 0 455 26 Variable remuneration to the Supervisory Board which depends on the amount of dividends does not apply as no dividend distribution is intended for the 2005 financial year. No loans or advances were granted to members of the Executive Board of Directors or the Supervisory Board in the financial year. Members of the Scientific Advisory Board include the following: • Dr. Bernd Kappelhoff (Chairman) President of the State Archives Lower Saxony • Dr. Marcus Stumpf Head of Stock Conservation, State Archives North Rhine-Westphalia • Dr. Anna Haberditzel Senior Conservator, Director of the State Archives Baden-Württemberg • Dr. Rainer Hofmann Archives Director, Federal Archives Koblenz • Rainer E. Klemke Head of the Working group for State Museums/Contemporary History/Memorials, Senate Administration for Science, Research and Culture, Berlin • Dr. Norbert Kühn Head of the Rhineland Archives and Museum Department, Rhineland Agricultural Association V. Declaration on Corporate Governance Code Pursuant to § 161 of the German Companies Act, the Board of Managers and the Supervisory Board have passed a joint declaration of conformity regarding the recommendations of the German Corporate Governance Code. The declaration of conformity can be viewed by shareholders at any time on the Neschen AG website. Neschen AG complies with the directory provisions of the Code, with the exception of the following: Code sub-paragraph 2.3.4 Due to over-proportionately high costs, the Annual General Meeting will not be published in modern communication media. Code sub-paragraph 3.8 D & O insurance without retention (Directors & Officers liability insurance) has been concluded for members of the Board of Managers. Code sub-paragraph 4.2.4 We have published the total remuneration for the Board of Managers for 2005. We cannot envisage any advantages for our shareholders in an individualised presentation of the figures. Code sub-paragraph 5.3 In view of the size of the Supervisory Board, we did not form any committees. Code sub-paragraph 5.4.5 We have published the total remuneration for the Supervisory Board for 2005. The variable share was omitted as no dividend was distributed. There is no stock option program for the members of the Supervisory Board. We cannot envisage any advantages for our shareholders in an individualised presentation of the figures. Code sub-paragraph 7.1.2 The periods of 90 and 45 days recommended for publishing the consolidated financial statements and the interim reports r espectively will not be observed on account of the required consolidation of key data. In accordance with the declaration of conformity, the following information is given regarding holdings which are subject to disclosure: As of 31.12.2005, the Supervisory Board member Rolf W. Zinn holds 46.0% of the shares issued together with his wife. Until 22.10.2005, the Supervisory Board member Dr. Henning Sulitze was the managing director of Vermögensverwaltung Erben Dr. Karl Goldschmidt GmbH, Essen, holding 29.9% of the shares issued. As of 31.12.2005, the chairman of the Supervisory Board Dr. Hans-Günter Scholz does not hold any shares in Neschen AG. On 31.12.2005, the members of the Executive Board of Directors hold less than 1% of the shares issued by the company. Bückeburg, 4 April 2006 Neschen AG Stefan Zinn Martin E. Davies Dr. Ulf Hülbert Spokesman for the Executive Board of Directors Executive Board of Directors Executive Board of Directors
Auditors’ report Notes relating to the consolidated annual accounts We have examined the consolidated financial statements – consisting of the balance sheet, profit and loss statement, statement of changes to shareholders’ equity, cash flow statement and notes - and consolidated annual report of Neschen AG, Bückeburg for the business year from 1 January to 31 December 2005. The company’s legal representatives are responsible for preparing the consolidated financial statements and the annual report in accordance with the IFRS as they are to be applied in the EU and the supplementary provisions of German commercial law in accordance with § 315a para. 1 of the German Commercial Code and the supplementary provisions of the memorandum and articles of association. Our responsibility is to express our opinion based on our audit of the financial statements and the annual report. We were also commissioned to assess whether the consolidated financial statements also correspond to the IFRS as a whole. We duly conducted our audit of the consolidated financial statements pursuant to § 317 of the German Commercial Code, thereby observing the German auditing regulations and generally accepted standards laid down by the Institut der Wirtschaftsprüfer (IDW, Institute of Auditors). The audit is to be planned and performed so as to obtain reasonable assurance that the presentation of the state of affairs relating to assets, financial and earnings in the consolidated statement is drawn up pursuant to the applicable accounting regulations and the group report is free from material misstatements and irregularities accordingly. Knowledge of the business activities of the company, the economic and legal environment of the Group and evaluations regarding possible misstatements were taken into account in the determination of our audit procedures. During the audit, the effectiveness of accounting-related in-company control systems as well as evidence supporting the amounts and disclosures presented in the consolidated financial statements and the annual report were examined on a test basis within the framework of the audit. Our audit included an assessment of the annual accounts of the companies in the group, the limitations of the scope of consolidation, the applied accounting and consolidation principles, significant estimates made by the legal representatives as well as an evaluation of the overall presentation of the consolidated financial statement and the consolidated report. We believe our audit provides a reasonable basis for our opinions. Our audit gave no cause for objections. In our opinion which is based on the knowledge gained during our audit, the consolidated financial statements are in accordance with the IFRS as they are to be applied in the EU and the supplementary provisions of German commercial law in accordance with § 315a para. 1 of the German Commercial Code, the supplementary provisions of the memorandum and articles of association and the IFRS as a whole and, taking these provisions into account, they provide a true and fair view of the state of affairs of the company regarding assets, finances and earnings. All in all, the consolidated report is in line with the consolidated financial statements, provides a true and fair view of the Group’s state of affairs and presents an appropriate picture of the opportunities and risks involved in future development. Düsseldorf, 6 April 2006 ADK GmbH Wirtschaftsprüfungsgesellschaft (auditing company) Dipl.-Kfm. K. Verstegen auditor C. Rennert-Bergenthal auditor 77
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Annual Report 2005
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4 Financial Overview HGB IFRS IFRS
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6 Neschen AG · Consolidated Compan
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8 Foreword by the Spokesman for the
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10 Foreword by the Spokesman for th
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12 Business Units NESCHEN AG has le
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14 Market Strategy NESCHEN AG has h
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16 Restructuring Program the site o
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18 Business Unit “Graphics” The
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20 Business Unit “Graphics” The
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24 Business Unit “Special Product
Page 26 and 27: 26 Quality Management During the pa
Page 28 and 29: 28 Corporate Governance Code With t
Page 30 and 31: 30 Report of the Supervisory Board
Page 32 and 33: 32 Course of business and Group’s
Page 34 and 35: 34 Profit and Loss Statement During
Page 36 and 37: 36 Profit and loss statement The re
Page 38 and 39: 38 Cash Flow Cash flow as of 31/12
Page 40 and 41: 40 Personnel development As of 31.1
Page 42 and 43: 42 Forecast We plan to achieve sale
Page 44 and 45: 44 Research and Development Approxi
Page 46 and 47: 46 Outlook The past year - 2005 - h
Page 48 and 49: 48 Consolidated balance sheet Conso
Page 50 and 51: 50 Notes relating to the consolidat
Page 78 and 79: 78 Neschen AG balance sheet (in acc
Page 80 and 81: 80 Income statement of Neschen AG F
Page 82: 82 Imprint Imprint The Annual Repor
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Annual Report 2005

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