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Management Report - Nordzucker AG

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information furnished by the managing<br />

board dispelled any doubts that had<br />

persisted among the supervisory board<br />

members, and the action was dropped.<br />

In August, the bioethanol issue was<br />

up for intensive discussion at two supervisory<br />

board meetings. Having carefully<br />

weighed up all aspects, the supervisory<br />

board spoke against the construction of<br />

a bioethanol plant.<br />

In line with its rotational policy, the<br />

supervisory board dealt with the<br />

<strong>Nordzucker</strong> <strong>AG</strong> investment programme.<br />

A matter of special deliberation was our<br />

commitment in eastern Europe. The<br />

supervisory board called an extraordinary<br />

meeting, at which the managing board<br />

presented detailed background information<br />

on the losses incurred in Poland. In<br />

addition, the supervisory board visited<br />

the Hungarian sugar factory of Szerencs to<br />

obtain first-hand impressions of operation.<br />

The compliance declaration under the<br />

German Corporate Governance Code has<br />

been revised by the managing and supervisory<br />

boards for agreement with the<br />

latest version of that code. For details of<br />

the <strong>Nordzucker</strong> compliance declaration<br />

of 24 February 2004, reference is made to<br />

www.nordzucker.de/info/compliance as<br />

well as to page 58 of this annual report.<br />

At the beginning of the year 2004,<br />

the German supervisory board agency<br />

(Deutsche Agentur für Aufsichtsräte) in<br />

Berlin, was commissioned to review the<br />

efficiency of the work done by the supervisory<br />

board. In his report, the examiner<br />

noted: “The business management<br />

and supervision of <strong>Nordzucker</strong> <strong>AG</strong> are<br />

directed at safeguarding the core activities<br />

in the sugar sector in the long<br />

run. All decision-making processes and<br />

controlling are based on the principles<br />

of good Corporate Governance. The<br />

<strong>Nordzucker</strong> <strong>AG</strong> supervisory and managing<br />

boards have addressed this objective<br />

in a perfectly systematic and proactive<br />

manner.”<br />

At a closed session in February 2004,<br />

the supervisory board deliberated on the<br />

strategic development of <strong>Nordzucker</strong> <strong>AG</strong>.<br />

A major item on the agenda of that<br />

meeting was the competence in sweetening<br />

products as a strategic concept.<br />

Supervisory Board Committees<br />

In the period under review, the audit<br />

and finance committee convened four<br />

times. Items on the agenda of these<br />

meetings, at which the auditing firm was<br />

also represented, were the review and<br />

approval of the financial and consolidated<br />

statements, the nomination of the auditors<br />

for the financial year 2003/2004,<br />

their remuneration, the audit assignment,<br />

the review of the auditor’s independence,<br />

risk management, as well as internal<br />

revision.<br />

The personnel committee convened<br />

for two meetings, at which it primarily<br />

dealt with managing board matters.<br />

These included, in particular, the target<br />

catalogue for the managing board, and<br />

the determination of the variable compensation<br />

for the board members.<br />

The supervisory board received regular<br />

reports of the committee meetings.<br />

Financial Statement<br />

The auditors and tax consultants<br />

Lang und Stolz KG, Braunschweig, which<br />

the general meeting had nominated as<br />

<strong>Nordzucker</strong> 2003/2004 7

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