Annual Report 2003 - Kardex

TASKS OF THE BOARD OF DIRECTORS
The Board of Directors bears the responsibility for corporate
policy and management. It determines the corporate
policy with regard to strategy, organization, and financial
matters. The Board of Directors receives information on
the company’s state of business on a monthly basis and
meets several times a year in order to actively review, and
if necessary redefine, the strategy of Kardex AG and its
implementation by the Management Board.
The main tasks of the Board of Directors comprise:
– definition of corporate strategy and management
–financial control and planning
– appointment of Management Board and signatories
– regular review of business operations
– submission of motions to the General Meeting,
including the financial statement.
MEMBERS OF THE BOARD OF DIRECTORS
Michael Funk
Member of the Board of Directors since 1992, term expires 2004 1)
1941, Swiss citizen, grad. electrical engineer, ETH Zurich
Chairman since the 2001 General Meeting, non-executive
member
Since 1991 Independent entrepreneur
1969–1990 Oerlikon-Bührle Zurich (1988–1990 COO)
Member of the Board of Directors of Industrieholding
Cham AG, Feintool International Holding
Richard Flury
Member of the Board of Directors since 1987, term expires 2004 1)
1942, Swiss citizen, business administrator
Vice-Chairman and CEO
Since 1987 CEO of the Kardex Remstar Group
1987 Initiator of the management buyout and IPO
of the Kardex Remstar Group
1979–1987 CEO of Kardex Switzerland
Member of the Board of Directors of Saia-Burgess
Electronics Holding AG, Cementia Holding AG (until
March 23, 2004), BIBUS Holding AG
CORPORATE GOVERNANCE
Dr. Peter R. Isler
Member of the Board of Directors since 1987, term expires 2005
1946, Swiss citizen, LL.D., attorney-at-law, University of
Zurich, Master of Laws, Harvard Law School USA
non-executive member
Since 1977 Niederer Kraft & Frey Zurich, since 1981
as a partner
1974–1977 Advokaturbüro Homburger Zurich
Member of the Attorney Examination Board of the canton
of Zurich, lecturer in commercial and business law at the
University of Zurich. Member of the Board of Directors
of Bank Leu AG, Industrieholding Cham AG (until May
18, 2004), Schulthess Group AG, Zellweger Luwa AG,
Clariant AG (if elected on April 2, 2004)
Ernst Meiss
Member of the Board of Directors since 1987, term expires 2005 2)
1937, German citizen, business management graduate,
University of Frankfurt
non-executive member
1987–1996 CFO of the Kardex Remstar Group
1987 Partner in the management buyout and IPO
of the Kardex Remstar Group
1984–1995 CEO of Bellheimer Metallwerk GmbH
1982–1996 CEO of Kardex Germany
Since 1966 with Kardex (previously Sperry-Rand,
Remington)
Heinrich C. Spoerry
Member of the Board of Directors since 1998, term expires 2004 2)
1951, Swiss citizen, lic. oec. HSG, S.M. MIT
non-executive member
Since 1999 CEO SFS Group Heerbrugg
1986–1998 Elektrowatt/Siemens Building Technologies
Zurich
1981–1986 SFS Group Heerbrugg
1979–1981 Boston Consulting Group Munich
Member of the Board of Directors of Industrieholding
Cham AG, SFS Holding AG, Mikron Holding AG
1) Messrs. Michael Funk and Richard Flury will be put forward for
re-election at the General Meeting on May 17, 2004.
2) Messrs. Ernst Meiss and Heinrich C. Spoerry will be stepping down
from the Board of Directors on May 17, 2004. The General Meeting
will be asked to elect Mr. Philipp Buhofer, Chairman of the Board of
Directors and CEO of BURU Holding AG, and Mr. Leo Steiner, CEO
of Komax Holding AG and Head of Executive Management with the
Komax Group, as their replacements on the Board.
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