Business Report 2005 - Interseroh

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(33) Derivative financial instruments All foreign currency receivables and liabilities in the INTERSEROH Group resulting from contracts are hedged without exception (upwards of a volume of more than EUR 0.025 million). Generally hedging for transactions in foreign currency is effected exclusively by forward exchange transactions. Only banks of first-class financial standing are used. Hedging is used according to standardised guidelines, subject to strict control and usually restricted to securing operational business. In the forward exchange transaction a certain exchange rate is defined for a certain time in the future at the time of the underlying transaction. This ensures that the maturity date is identical with the payment date of the underlying receivable or liability and that no outstanding foreign currency or forward dispositions arise. They are valued at fair value. “Normal” purchases and sales of financial assets pursuant to IAS 39 are entered in the balance sheet according to the accounting method on the day of performance. The aim of the use of derivative financial instruments is mainly to rule out influences on operational business by exchange rate changes. As of the closing date the INTERSEROH Group had forward exchange transactions to secure trade accounts invoiced in foreign currencies, each of which was based on a corresponding underlying transaction with identical amount and period. At a nominal amount of USD 1.87 million (corresponds to EUR 1.57 million), the derivative financial instruments are reported under the short-term financial liabilities with their negative market value of EUR 0.007 million (previous year: positive EUR 0.029 million under the short-term financial assets). There is no own market risk from the forward exchange transactions themselves because the linked operational business results in a closed item, which ensures that liquidity is available in the secured currency in the corresponding amount at the agreed date. Profits and losses from the development of the market values of the fair value hedges are taken into account directly in the income statement in that the results from the hedge and those from the underlying transaction are incorporated with effect on net income. A non-payment risk does not exist. All the forward exchange transactions entered into to secure currency risks have (as in the previous year) a remaining term of up to one year. (34) Original financial instruments The stock of original financial instruments can be seen in the balance sheet. The explanations on them are given in the explanations of the respective balance sheet item. (35) Information on closely related companies and persons In the course of operational business the companies in the INTERSEROH Group obtain materials, supplies and services from numerous business partners Europe-wide. Among them are companies in which INTERSEROH holds an interest as well as companies that have connections with members of the Supervisory Board of INTERSEROH AG. Business with these companies is transacted on the same terms as with external third parties. The companies in the INTERSEROH Group were not involved in any transactions of significance for the Management Board or companies or persons close to the Management Board that were unusual in type or nature. The organisational guidelines stipulate that in the case of unusual transactions with closely related persons or companies the prices agreed must be reviewed by two independent auditors to ensure conformity with market prices. Expenses and earnings with associated companies or subsidiaries not included in the consolidated financial statements are only of minor significance for the evaluation of the financial, earnings and liquidity position and the payment flows of the group. Two members of the Supervisory Board indirectly held a shareholding of more than one percent each of the shares issued by the company as of 31 December 2005 (cf. note (42)). The shareholdings of all other members of the Supervisory Board and Management Board as of 31 December 2005 were neither directly nor indirectly more than one percent of the shares issued by the company. The total shareholding of all other members of the Supervisory Board and Management Board also lay under one percent on the closing date. 62
(36) Management Board and Supervisory Board Management Board The Management Board comprised the following members in the year under review: • Dr. Werner Kook (Chairman), Dinslaken • Johannes-Jürgen Albus, Cologne • Christian Rubach, Düsseldorf • Roland Stroese, Cologne (from 8 October 2005) • Michael Mevissen, Tönisvorst (to 30 June 2005) The total compensation of the Management Board of INTERSEROH AG for its work amounted to EUR 1.47 million (previous year: EUR 1.48 million) in 2005. This sum contains a variable component of EUR 0.48 million (previous year: EUR 0.41 million). A sum of EUR 0.11 million was paid to former members of the Management Board and their dependents. A total of EUR 0.05 million was allocated to provisions for pension commitments to former members of the Management Board and their dependents. The profession exercised by the members of the Management Board lies in managing and representing the company. Supervisory Board The following persons belonged to the company’s Supervisory Board in the past financial year: Supervisory Board Member (Profession) Dr. Axel Schweitzer, Velten/Berlin Chairman (since 31.03.2005) (Member of the Management Board of ALBA AG) Mr. Friedrich Carl Janssen, Cologne Vice Chairman (since 31.03.2005) (Co-owner of Bankhaus Sal. Oppenheim jr. & Cie. KgaA, Business Graduate) Member in Committees of the Supervisory Board of INTERSEROH AG Personnel Committee Personnel Committee Audit Committee Membership in Other Statutory Supervisory Boards AXA Service AG, Cologne Content Management AG, Cologne european transaction bank AG, Frankfurt am Main Gardeur AG, Mönchengladbach (Chairman) Sal. Oppenheim International S.A., Luxembourg Bank Sal. Oppenheim jr.&Cie. (Luxembourg) S.A., Luxembourg IV.Oppenheim AG, Cologne V. Oppenheim AG, Cologne Services Généraux de Gestion S.A., Luxembourg Membership in other Controlling Boards in Terms of § 125, Par. 1.5.3, Corporation Act 63
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2005 BUSINESS REPORT INTERSEROH AG
Page 3 and 4:
KEY GROUP FIGURES Group 2005 * 2004
Page 5 and 6:
CONTENTS Key Figures 3 The Manageme
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undiminished resolve and work with
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Corporate Governance The Supervisor
Page 11 and 12: financial year and years before who
Page 13 and 14: 2. Business in Services Expanded; P
Page 15 and 16: 3. Raw Materials Trading Under One
Page 17 and 18: Secondary raw materials 2004/2005 i
Page 19 and 20: INTERSEROH Wins Top Job Third Time
Page 21 and 22: Praetorium 61. VV GmbH currently ho
Page 23 and 24: Formation of New Companies Formatio
Page 25 and 26: 2. Financial Position 31.12.2005 31
Page 27 and 28: 3. Key Consolidated Ratios in % Bal
Page 29 and 30: • organisational manual as bindin
Page 31 and 32: Since the services segment will con
Page 33 and 34: ANNUAL FINANCIAL STATEMENTS OF THE
Page 35 and 36: CONSOLIDATED NOTES FOR THE FINANCIA
Page 37 and 38: Current cash in banks or bank liabi
Page 39 and 40: According to IAS 39 (Financial Inst
Page 41 and 42: Notes on the Income Statement The c
Page 43 and 44: (8) Result from investment in assoc
Page 45 and 46: Notes on the Balance Sheet (12) Int
Page 47 and 48: The leased and capitalised assets i
Page 49 and 50: (15) Financial assets 2005 EUR mill
Page 51 and 52: The amounts named contain the follo
Page 53 and 54: The net liabilities developed as fo
Page 55 and 56: to the passage of time, the discoun
Page 57 and 58: Of the other liabilities, EUR 0.04
Page 59 and 60: The segments performed as follows i
Page 61: 2005 EUR million 2004 EUR million W
Page 65 and 66: Mr. Friedrich Merz, Arnsberg (since
Page 67 and 68: (39) Events after the closing date
Page 69 and 70: The book values of property, plants
Page 71 and 72: In addition to this - and in contra
Page 73 and 74: 4. Praetorium 61. VV GmbH, Berlin,
Page 75 and 76: Annex 1 Statement of Equity Changes
Page 77 and 78: Annex 2 Consolidated Cash Flow Stat
Page 79: Published by: INTERSEROH Aktiengese
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Business Report 2005 - Interseroh

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