Report of the Supervisory Board - tuv nord italia

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Report of the Supervisory Board The 2004 business year was TÜV NORD GmbH’s first business year. It was dominated by the bringing together of the operational activities of the technical inspection agencies constituting the former TÜV NORD GROUP – TÜV Nord e.V. and TÜV Hannover/Sachsen- Anhalt e.V. - with the classic TÜV activities of RWTÜV AG. This merger was effected on 1 September 2004, and has retrospective commercial effect as from 1 January 2004. The changes relating to the merger were entered in the Commercial Register on 4 October 2004. 4 Key figures of TÜV NORD Group as The holding company, TÜV NORD GmbH, will keep this legal form only for a transitional period: it is intended to convert the GmbH (private limited company) into an Aktiengesellschaft (PLC). Wherever possible TÜV NORD GmbH is already adopting a corporate structure and co-determination procedures in line with those prescribed for its future legal form. at 31 December 2004 € million Sales revenues 600.7 EBDIT (before non-operating items) 47.2 EBT 17.3 EAT 3.7 Total assets 814.2 Shareholders’ equity 135.1 Net financial position 70.4 Pension provisions 508.3 Coverage of pension provisions by reinsurance (%) 95.7 Employees (TÜV NORD Group including GPSG technical experts 7,025
The Supervisory Board of TÜV NORD GmbH held its constituent meeting on 2 July 2004, and adopted standing orders for its procedures. Dr. Georg Schöning was elected Chairman of the Supervisory Board, with Professor Werner Hlubek, Hellmuth Mennekes and Wolfgang Stricker as his deputies. The Chairman of the Finance Committee is Dr. Wilhelm Wick. The constituent meeting also confirmed the General Management in office: Dr. Klaus-Dieter Röker was appointed Chairman of the General Management. The Supervisory Board monitored the activities of the General Management and advised it during the period under review. In 2004, in addition to the constituent meeting, it held a regular meeting on 9 December 2004, at which the development of business and in particular the status of the TÜV NORD Group merger were discussed. This meeting of the Supervisory Board had been preceded by a meeting of the Finance Committee on 24 November 2004. In addition, the Chairman of the Supervisory Board was in constant contact with the Chairman of the General Management, and was kept informed of all important business transactions and of general business developments. The financial statements of TÜV NORD GmbH and the consolidated financial statements as at 31 December 2004 and the combined management report for TÜV NORD GmbH and the Group as presented by the General Management were audited by the auditors appointed by the Shareholders’ Meeting, ESC Wirtschaftsprüfung GmbH of Hamburg. The auditors gave the financial statements their unqualified certificate. The documents relating to the management report and financial statements and to the audit reports were discussed with the General Management and the auditors at a meeting of the Finance Committee on 10 May 2005. In addition, they were discussed in detail at the meeting of the Supervisory Board on 25 May 2005. The necessary documents had been distributed in good time before this meeting, so that there was sufficient opportunity to examine them. The auditors were present during the discussions of the annual and consolidated financial statements. They reported on the essential results of the audit and were also available to give additional information to the Supervisory Board. On the basis of its own examination of the annual and consolidated financial statements, the combined management report and the proposal for the appropriation of earnings, and on the basis of the report and recommendation of the Finance Committee, the Supervisory Board accepted the auditors’ findings and the results of the audit. No objections were raised. The Supervisory Board approved the annual and consolidated financial statements, which are thereby adopted. The Supervisory Board agreed to the General Management’s proposal for the appropriation of earnings. After many years of meritorious service at RWTÜV and subsequently at TÜV NORD Group, Professor Claus Wolff retired from the General Management of TÜV NORD GmbH for reasons of age as at 31 December 2004. The Supervisory Board thanks Professor Wolff for his successful work. The Supervisory Board thanks the General Management, the managements of the business units and subsidiaries, all staff and the employees’ representatives for their committed and successful activities during the year under review. Hanover, May 2005 For the Supervisory Board Dr. Georg Schöning Chairman 5
Page 1 and 2: ANNUAL REPORT 2004
Page 3: Governing bodies Members of the Sup
Page 7 and 8: The Mobility business unit felt the
Page 9 and 10: in engines. Exhaustive series of te
Page 11 and 12: These consultancy services, which u
Page 13 and 14: inspection and servicing of transpo
Page 15 and 16: throughout the world and developing
Page 17 and 18: Training and Human Resources Accept
Page 19 and 20: Management Report and Consolidated
Page 21 and 22: products and services. The price cu
Page 23 and 24: funds (€486.5 million) reinsuring
Page 25 and 26: In the Mobility business unit, ther
Page 27 and 28: Consolidated Annual Financial State
Page 29 and 30: Consolidated Profit and Loss Accoun
Page 31 and 32: Depreciation and amortisation expen
Page 33 and 34: The associated companies are accoun
Page 35 and 36: Apart from directly attributable co
Page 37 and 38: (4) Receivables and other assets Th
Page 39 and 40: (10) Liabilities of which with a re
Page 41 and 42: (15) Cost of materials 2004 € ’
Page 43 and 44: Annual Financial Statements 2004 of
Page 45 and 46: Profit and Loss Account of TÜV NOR
Page 47 and 48: Depreciation and amortisation expen
Page 49 and 50: (4) Receivables and other assets of
Page 51 and 52: (10) Other financial commitments Th
Page 53: (18) Taxes 2004 2003 € ’000 €
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List of Shareholdings of TÜV NORD
Page 58 and 59:
Name and place of registration Shar
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TÜV NORD GmbH 30519 Hannover Am T
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Report of the Supervisory Board - tuv nord italia

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