Annual Report 2003 - Kardex

46
CORPORATE GOVERNANCE
INTERNAL ORGANIZATIONAL STRUCTURE
The Board of Directors bears the responsibility for the
business strategy and management of Kardex AG. It has
the ultimate decision-making competence and determines
the guidelines to be followed by Kardex AG with regard
to strategy, organization, financial planning, and accounting.
The Board of Directors has entrusted the Group
and divisional management boards with the implementation
of day-to-day operations. Decisions on all corporate
matters require the presence of a majority of the Board
members.
The tasks of the Audit Committee are fulfilled collectively
by the Board of Directors. One meeting took place.
The Compensation Committee consists of Board
members Michael Funk and Dr. Peter R. Isler.
In 2003, the Board of Directors of Kardex AG held six
regular meetings. The agendas of the meetings are
determined by the Chairman of the Board.
DEFINITION OF AREAS OF RESPONSIBILITY
Group management and divisional management
MEMBERS OF GROUP MANAGEMENT/
DIVISIONAL MANAGEMENT
The Board of Directors of Kardex AG has appointed a
chief executive officer (CEO) for each division. The tasks
and competencies of the Board of Directors as well as of
the divisional chief executive officers are defined in the
organization regulations.
The Board of Directors has established organization
regulations that define the competencies of the Board of
Directors together with those of Group and divisional
management.
INFORMATION AND CONTROL INSTRUMENTS
Kardex AG informs its shareholders about the current
development of business via the annual report, the semiannual
report, and quarterly or ad-hoc press releases.
TASKS OF THE DIVISIONAL MANAGEMENTS
The Board of Directors has delegated the management of
the Kardex Remstar Group to four divisional management
boards. The main tasks of the divisional management
boards include:
– operational management of the individual divisions
– continuous implementation of the corporate strategy
as determined by the Board of Directors
– external representation of the Kardex Remstar Group
and/or its constituents
– implementation of changes in the organization of the
companies with the aim of optimizing consolidated
financial results
– promotion of internal and external information policy.