Annual Report 2007 - hci hammonia shipping ag

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Chairman of the Supervisory BoardThere were three meetings of the Supervisory Board during the past financial year. These focused onthe following issues:■ the appointment of the members of the Management Board;■ preparations for the Annual General Meeting and proposed resolutions at the AGM;■ in-depth advice on the capital increase and flotation;■ the continued investment programme, following the capital increase;■ corporate governance issues and issuing of a Declaration of Compliance in accordancewith section 161 of the AktG together with the Management Board.HANSA PARTNER GmbH, Wirtschaftsprüfungsgesellschaft, Kehrwieder 11, 20457 Hamburg, Germany,was appointed by the Annual General Meeting as auditors for the 2007 financial year statements, andthus appointed as the auditor of the consolidated financial statements in accordance with Section 318,paragraph 2 of HGB. The consolidated financial statements and the Management Report of HCI HAM-MONIA SHIPPING AG as at 31 December 2007, prepared in accordance with HGB and the consolidatedfinancial statements and Group Management Report as at 31 December 2007 according to IFRS/IAS,have been audited by the auditor – also taking into account the bookkeeping – and have been awardedan unqualified audit opinion. The Supervisory Board is in agreement with the result of the audit of thefinancial statements and the awarding of the audit opinion by the auditors, and has duly noted the auditreports relating to the annual and the consolidated financial statements. At its meeting of 22 April 2008,the Supervisory Board approved the financial statement documents prepared by the Management Boardfor HCI HAMMONIA SHIPPING AG and the Group. The financial statements were thus confirmed.Furthermore, the Supervisory Board has reviewed and examined the report on business relationshipswith affiliated enterprises, as prepared by the Management Board in accordance with section 312 of theAktG. Having completed its examination, the Supervisory Board raised no objections against the declarationmade by the Management Board at the end of the report pursuant to section 312 of the AktG. Followingtheir review of the report, the external auditors did not raise any objections; the result of their auditis identical to the facts determined by the Supervisory Board. The opinion of HANSA PARTNER GmbHWirtschaftsprüfungsgesellschaft, the external auditors, reads as follows:”Having duly examined and assessed this report in accordance with professional standards,we confirm that:1. the report is free from factual mis-representations;2. the company did not pay any excessive consideration with regard to the transactions identified in thereport; and3. there are no circumstances which, with respect to the measures stated in the report, would justify anassessment that materially differs from that presented by the Management Board.”The Supervisory Board wishes to thank the Management Board and all who contributed towards thecompany's successful development for their high level of commitment towards the milestones in thedevelopment of HCI HAMMONIA SHIPPING during 2007.Hamburg, 22 April 2008Werner BergChairman of the Supervisory Board78
Corporate GovernanceCorporate GovernanceThe aim pursued by the Management Board and Supervisory Board of HCI HAMMONIA SHIPPING AGis to generate an attractive and sustained return for the company’s shareholders and to increase thevalue of the company over the long term. HCI HAMMONIA SHIPPING AG is a management holdingcompany for shipping investments.The aim of listing HCI HAMMONIA SHIPPING AG on the stock market was to provide institutionalinvestors in particular with simple and flexible access to the attractive asset class of shipping investments.The Management Board and the Supervisory Board of HCI HAMMONIA SHIPPING AG are obliged toact in a responsible manner to uphold the interests of the company’s shareholders. Any potential conflictsof interest concerning members of the Management Board and the Supervisory Board are set outin detail in the company’s issuing prospectus. The Notes in the Annual Report contain details of anytransactions with related parties and companies. The existing firmly established cooperation agreementlinking HCI HAMMONIA SHIPPING AG, HCI Hanseatische Schiffsconsult GmbH and HAMMONIAReederei GmbH & Co. KG is, in our view, a central element in the successful implementation of ourstrategy and achievement of our aims as a company.The German Corporate Governance Code (the “Code”) includes numerous rules and guidelines relatingto how listed companies in Germany are managed and supervised. The Code promotes the transparencyand efficiency of management and aims to bolster confidence on the part of national and internationalinvestors and other stakeholders in the management and supervision of listed companies. TheManagement Board and Supervisory Board of HCI HAMMONIA SHIPPING AG are committed to thefundamental aims of the Code. The specific design of the company’s activities, however, means thatthere are various deviations from the recommendations contained in the Code.Management Board and Supervisory BoardThe Management Board is composed of two people, who are responsible for managing the companyon an independent basis. The members of the Management Board, Jens Burgemeister and Dr. KarstenLiebing, are also managing directors of HCI Hanseatische Schiffsconsult GmbH and HAMMONIAReederei GmbH & Co. KG. In this way, the services provided by and the knowledge of these companiescan be closely linked to HCI HAMMONIA SHIPPING AG.The Supervisory Board of HCI HAMMONIA SHIPPING AG, which has three members, supervises andadvises the Management Board. Given its limited number of members, the Supervisory Board has notestablished any committees; all relevant issues are dealt with by the plenary meeting. In Werner Berg,the Supervisory Board has an independent member. With effect from 2 April 2008, Christian Kuppig(Deputy Chairman) and Kai-Kristian Meyer resigned from their positions as members of the SupervisoryBoard as planned. Michael Hummer and Andreas Uibeleisen, as proposed by the Management Board,were appointed to the Supervisory Board by court order until the next Annual General Meeting.Share ownershipThe members of the Management Board and the Supervisory Board do not hold any shares in thecompany.79
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