Annual Report Rheinmetall ag

4 | Report of the Supervisory Board
Report of the Supervisory Board
The Board held four meetings over the past fiscal year, in March, April, August and December, where, as well
as discussing the re-appointment and associated extension of the contracts of Klaus Eberhardt and Dr. Herbert
Müller, it also looked at issues such as current developments with regard to Executive Board remuneration.
The Audit Committee held five meetings over the year, in March, May, August, November and December, in
which it focused on the accounting, the single-entity separate and consolidated financial statements for fiscal
2008, the proposal on the appropriation of profits and the dividend amount, and discussed the quarterly
accounts for fiscal 2009 with the Executive Board prior to publication. The Audit Committee made preparations
for awarding the audit assignment to the statutory auditor elected by the Annual General Meeting, while also
verifying the independence of said auditor as required by the German Corporate Governance Code. The
members of the Audit Committee also monitored the accounting process and the effectiveness of the internal
control system, the risk management system and Internal Auditing. In addition to this, the Audit Committee
also looked closely at compliance issues and was supplied with the report of the Chief Compliance Officer,
who regularly informs the Executive Board and Audit Committee of his activities, and issues immediate
notifications in cases of urgency.
The Mediation Committee formed according to Section 27 (3) of the German Codetermination Act (MitbestG),
which submits a slate of candidates for Executive Board membership to the Supervisory Board if these have
not received the required two-thirds majority of Supervisory Board member votes in the first ballot, did not
convene in the past year.
The Nomination Committee, which comprises shareholder representatives and which submits to the
Supervisory Board a slate of suitable Supervisory Board candidates for election by the Annual General Meeting
in the event of upcoming re-elections, did not meet in 2009. At its meeting on March 24, 2009, the Supervisory
Board approved the rules of procedure for the Nomination Committee.
The composition of the committees of the Supervisory Board in the period under review is presented on
page 42. The plenary Supervisory Board was regularly informed in depth of the outcome of discussions held at
meetings of each of the committees.
Work of the Supervisory Board and the committees | All members of the Supervisory Board performed their
functions and duties responsibly and with great dedication. No Supervisory Board member attended fewer
than half of all Supervisory Board meetings in the reporting period.
Corporate governance and declaration of conformity | The Supervisory Board was continually informed of
developments as regards corporate governance standards. At the meeting held on December 8, 2009, the
Supervisory Board and Executive Board discussed the recommendations and suggestions made in the
German Corporate Governance Code, together with the changes implemented in 2009. It then issued the
updated declaration of conformity in accordance with Section 161 AktG, before making this permanently
available to the shareholders on the Company’s website. All recommendations of the German Corporate
Governance Code as amended up to June 6, 2008 and June 18, 2009 have been fully carried out or will be fully
carried out.
There were no conflicts of interest on the part of members of the Supervisory Board or the Executive Board
requiring immediate disclosure to the Supervisory Board or which had to be reported at the Annual General
Meeting.
In line with Item 3.10 of the current version of the German Corporate Governance Code, the Executive Board
and Supervisory Board provide a report on corporate governance within the Company on pages 39 - 45 of the
Annual Report.