Business Report 2005 - Interseroh

REPORT OF THE SUPERVISORY BOARD
In the year under review the Supervisory Board discharged all the duties incumbent upon it according
to law and the company’s bylaws, advised the Management Board on the management of the
company and supervised its conduct of business. The Supervisory Board was directly involved in all
important decisions.
The Management Board informed the Supervisory Board in detail, due time, comprehensively
and in full accordance with legal requirements about the course of business, the financial position of
the company and the strategy and plans of the company in a total of four ordinary and one
extraordinary meeting. The deliberations of the Supervisory Board were based on regular,
comprehensive and timely written and oral reports by the Management Board, especially regarding
business policy, corporate planning, the financial position of the group including the strategic further
development of the group and its sites as well as the profitability of the company and the course of
business. The Chairman of the Supervisory Board maintained constant contact with the Management
Board and was informed of all significant developments and pending decisions. Decisions of
fundamental importance were submitted to the Supervisory Board for approval. This approval was
also granted after review and assessment of the particular matter in hand. The Supervisory Board
supervised the conduct of business by the Management Board and advised it in same in keeping with
the duties placed upon it by law and the company’s bylaws on the basis of the Management Board’s
reports. In its supervision of the conduct of business the Supervisory Board examined especially its
legality, compliance with regulations, expedience and profitability. The Supervisory Board not only
reviewed the activities already initiated by the Management Board, but also discussed business
decisions and planning calculations for the future intensively with the Management Board on the basis
of its reports and the concrete business documents of each particular case.
All the members of the Supervisory Board regularly attended the meetings of the Supervisory
Board that took place in the time of their membership.
Main Aspects
The meetings focused primarily on the strategic alignment of the INTERSEROH Group. The
Supervisory Board concerned itself with the new fields of business, particularly the Dual System
INTERSEROH, as well as with the voluntary offer extended to the shareholders of INTERSEROH AG
by the firm Isabell Finance Vermögensverwaltungs GmbH. A major subject of discussion was the
development of a joint position with the Management Board, and especially in the financial year under
review its preparation by selecting a financial consultant to compile a fairness opinion, and the
question of its fundamental attitude to the offer, also with regards to the strategic development of the
company. Another recurring item on the agenda of every ordinary meeting of the Supervisory Board
was the report by the Chief Financial Officer, who reported on the development in turnover and
income in the group and segments, on current developments on the raw material markets and on
other relevant business data. The Supervisory Board also conducted a self-evaluation of its work.
Committees
In keeping with the recommendations of the German Corporate Governance Code on the formation of
committees, the Supervisory Board set up a Chairman’s Committee, an Audit Committee and a
Personnel Committee. The Chairman’s Committee has a total of four members and met 10 times. It
was mainly occupied with the offer extended by Isabell Finance Vermögensverwaltungs GmbH and
preparation of the Supervisory Board’s position towards this offer. The committee member Dr. Axel
Schweitzer did not take part in the meetings of the Chairman's Committee concerning this offer in
order to avert any conflict of interests.
The Audit Committee is made up of three members of the Supervisory Board. The committee
met three times in the year under review. Its activities were directed at questions concerning the
annual financial statements, stipulation of the main points of focus for the audit, further development of
risk management, investor protection and insider regulations.
The Personnel Committee consists of the Chairman of the Supervisory Board, his two
deputies and a further member of the Supervisory Board. Its work focuses on remuneration and other
personnel matters concerning the Management Board.
The committees report on their work regularly in the next meetings of the full Supervisory
Board.
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