ANNUAL REPORT 2011 - Kuehne + Nagel

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Main shareholders The main shareholder of the Group is Kuehne Holding AG, Schindellegi, Switzerland, which holds 53.3 per cent of the Kuehne + Nagel International AG share capital and is 100 per cent owned by Mr. Klaus-Michael Kuehne. The Kuehne Foundation held 4.3 per cent of the Kuehne + Nagel International AG share capital as at the closing date. Cross-shareholdings On the closing date there were no cross-shareholdings in place. Capital structure Ordinary share capital on the closing date The ordinary share capital of Kuehne + Nagel International AG amounts to CHF 120 million and is divided into 120 million registered shares of a nominal value of CHF 1 each. Authorised and conditional share capital The Annual General Meeting held on May 18, 2010 extended its authorisation of authorised share capital up to a maximum of CHF 20 million by a further two years until May 8, 2012. The Annual General Meeting held on May 2, 2005 approved a conditional share capital increase up to a maximum of CHF 12 million and to add the respective section in the Articles of Association. So far no use has been made of these rights. There is no resolution of the Board of Directors outstanding for further issuance of either authorised or conditional capital. For a description of the group of beneficiaries and of the terms and conditions of the issue of authorised and conditional share capital, please refer to the Articles of Incorporation Art. 3.3 and 3.4, which are available on the Company website (http:// www.kn-portal.com/about_us/investor_relations/corporate_ governance/). At the Annual General Meeting held on May 2, 2006 the shareholders approved a 1:5 split of the registered shares and a commensurate increase in the number of Kuehne + Nagel shares. At the same time the nominal value per share relating to the approved share capital and conditional share capital was also lowered from CHF 5 to CHF 1. Corporate Governance Change in capital over the past three years During the years 2009 through 2011 no changes in capital occurred other than related to approved share capital as outlined above. Shares and participating certificates On the closing date 120 million registered shares of a nominal value of CHF 1 each were outstanding. At the same date, no participating certificates were outstanding. Profit sharing certificates There were no profit sharing certificates outstanding as at the closing date. Limitations on transferability and nominee registrations Each share has one vote. All shares have equal voting rights and no preferential rights or similar entitlements exist. The Articles of Association do not provide for any limitations on the transfer of shares. Nominees are entered in the share register only upon their written agreement to declare the names, addresses, and shareholdings of the respective persons on whose account they are holding shares. Convertible bonds and warrants/options No convertible bonds, warrants or options were outstanding as at the closing date other than related to the Group’s Employee Share Purchase and Option Plan. For details to the Group’s Employee Share Purchase and Option Plan, please refer to note 37 of the Consolidated Financial Statements on pages 94 to 96. Board of Directors At the Annual General Meeting of May 10, 2011, Mr. Klaus- Michael Kuehne, Mr. Bernd Wrede, Mr. Karl Gernandt, Mr. Juergen Fitschen, Mr. Hans-Joerg Hager, Mr. Hans Lerch, Dr. Wolfgang Peiner, Dr. Thomas Staehelin and Dr. Joerg Wolle were re-elected to the Board of Directors for a one-year term. Dr. Renato Fassbind has been newly elected to the Board of Directors for a one-year term. Dr. Joachim Hausser and Dr. Georg Obermeier whose mandates expired at the Annual General Meeting, retired from the Board. On the closing date the Board of Directors comprised ten members. Their biographical particulars are as follows: 45
46 Corporate Governance Klaus-Michael Kuehne, Honorary Chairman, German, 1937 Commercial apprenticeship in banking industry. Other significant activities: Chairman of the board of trustees of the Kuehne Foundation, Schindellegi, and the Klaus-Michael Kuehne Foundation, Hamburg. Positions within the Kuehne + Nagel Group: 1958 Entrance into the family business followed by various management positions 1966–1975 Chief Executive Officer of the Group 1975–1992 Delegate and member of the Board of Directors 1992–2009 Executive Chairman of the Board of Directors Chairman of the Nomination and Compensation Committee 2009–2011 Chairman of the Board of Directors Chairman of the Nomination and Compensation Committee 2010–2011 Chairman of the Chairman’s Committee 2011–today Honorary Chairman of Kuehne + Nagel International AG Member of the Board of Directors elected until the Annual General Meeting 2012 Member of the Nomination and Compensation Committee Member of the Chairman’s Committee Karl Gernandt, Chairman, German, 1960 After completing his studies in business administration at the University of St. Gallen, Switzerland, Karl Gernandt worked for Deutsche Bank AG from 1988 to 1995. There he held positions including that of assistant to the Head of the Board of Management and Chairman of the Supervisory Board as well as functions in international banking in Germany, Asia and the USA. From 1996 to 1999 he set his mark on the Financial Institution Group of A.T. Kearney GmbH. In 1999 Gernandt moved to Holcim (Deutschland) AG as Chairman of the Board of Management and was, at the same time, a member of the European Management Team of Holcim Ltd., Switzerland. In March 2007 he became CEO of Holcim Western Europe, based in Brussels. Since October 1, 2008 Karl Gernandt has been nominated as CEO of Kuehne Holding AG, Schindellegi, and board member of the Kuehne Foundation. He is also Managing Director of the Klaus-Michael Kuehne Foundation in Hamburg. Other significant activities: Member of the Board of Directors of HCI Capital AG, Hamburg; Executive Vice Chairman of the Board of Directors of Hapag-Lloyd AG, Hamburg, and Member of the Board of Directors of Holcim (Deutschland) AG, Hamburg. Positions within the Kuehne + Nagel Group: 2008–2011 Member of the Board of Directors 2009–2011 Executive Vice Chairman and Delegate of the Board of Directors 2010–2011 Member of the Chairman’s Committee 2011–today Chairman of the Board of Directors elected until the Annual General Meeting 2012 Chairman of the Chairman’s Committee Member of the Nomination and Compensation Committee Member of the Audit Committee Bernd Wrede, Vice Chairman, German, 1943 Graduated in business administration from the Universitiy of Wuerzburg. From 1982 to 2001 member of the Board of Hapag- Lloyd AG, Hamburg, and its Chairman as of 1993. Currently an independent management consultant. Other significant activities: Member of the Supervisory Board of HSH Nordbank AG, Hamburg; Advisory Director of Investcorp International Ltd., London, and member of the Board of Trustees of the ZEIT Foundation, Hamburg. Positions within the Kuehne + Nagel Group: 1999–2002 Member of the Board of Directors 2002–today Vice Chairman of the Board of Directors elected until the Annual General Meeting 2012 2008–2009 Member of the Investment Committee Chairman of the Economic Council 2003–2006/ Member of the Audit Committee 2008–today 2003–today Member of the Nomination and Compensation Committee 2010–today Member of the Chairman’s Committee
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NETWORK AND PRODUCT PORTFOLIO KUEHN
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EXPANSION NETWORK AND PRODUCT PORTF
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Page 11 and 12: BEIJING / CHINA MUMBAI / INDIA
Page 13 and 14: CHINA Kuehne + Nagel offers an exte
Page 15 and 16: INDIA The new automotive competence
Page 17 and 18: KUEHNE + NAGEL GROUP KEY DATA CHF m
Page 19 and 20: 2 The Board of Directors KARL GERNA
Page 21 and 22: 4 Report of the Board of Directors
Page 23 and 24: 6 Report of the Board of Directors
Page 25 and 26: 8 REPORT OF THE MANAGEMENT BOARD St
Page 27 and 28: 10 Report of the Managament Board K
Page 29 and 30: 12 Report of the Managament Board u
Page 31 and 32: 14 Status Report _ _ _ _ _ _ Income
Page 33 and 34: 16 Status Report _ _ _ _ _ _ Financ
Page 35 and 36: 18 Status Report _ _ _ _ _ _ Invest
Page 37 and 38: 20 Status Report _ _ _ _ _ _ Shareh
Page 39 and 40: 22 REPORT OF THE BUSINESS UNITS Sea
Page 41 and 42: 24 Report of the Business Units _ _
Page 51 and 52: 34 Sustainability _ _ _ _ _ _ Human
Page 53 and 54: 36 Sustainability _ _ _ _ _ _ Kuehn
Page 55 and 56: 38 Sustainability _ _ _ _ _ _ Kuehn
Page 57 and 58: 40 Sustainability _ _ _ _ _ _ Quali
Page 59 and 60: 42 Global Network KUEHNE + NAGEL WO
Page 61: 44 CORPORATE GOVERNANCE Kuehne + Na
Page 65 and 66: 48 Corporate Governance Dr. Wolfgan
Page 67 and 68: 50 Corporate Governance On invitati
Page 69 and 70: 52 Corporate Governance Management
Page 71 and 72: 54 Corporate Governance The members
Page 73 and 74: 56 CONSOLIDATED FINANCIAL STATEMENT
Page 75 and 76: 58 Consolidated Financial Statement
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96 Consolidated Financial Statement
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98 Consolidated Financial Statement
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100 Consolidated Financial Statemen
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114 SIGNIFICANT SUBSIDIARIES AND JO
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120 FINANCIAL STATEMENTS 2011 OF KU
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122 Financial Statements 2011 _ _ _
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CORPORATE TIMETABLE 2012 March 5, 2
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ANNUAL REPORT 2011 - Kuehne + Nagel

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