24 Fresenius Shares
the Management Board – to appoint the auditor for the financial statements and determine the auditor’s fees. Other matters within its remit are risk management and compliance issues. The Personnel Committee is responsible for determining the conclusion, modification, and termination of the Management Board’s employment contracts and the structuring of their compensation scheme. The Nomination Committee proposes suitable candidates to the Supervisory Board for the nominations it makes to the AGM for election to the Supervisory Board. It consists solely of shareholders’ representatives. In 2008, the Supervisory Board of Fresenius SE also set up a “Transaction Financing APP Pharmaceuticals, Inc.” committee in connection with the acquisition of the US company
APP Pharmaceuticals, Inc. The committee consisted of two
Fresenius Shares
The Management Board discusses the Company’s strategic focus with the Supervisory Board. As the monitoring body, the Supervisory Board also needs to be informed comprehensively about operating performance and corporate planning, as well as the risk situation, including risk management and compliance. Important business transactions require the approval of the Supervisory Board. COMPENSATION OF THE MANAGEMENT AND SUPERVISORY BOARDS Details about the Management and Supervisory Board members’ compensation, disclosures relating to the stock option plans, and on Directors & Officers (D & O) insurance policies can be found on pages 180 to 184 of the Notes. DISCLOSURES ON DIRECTOR’S DEALINGS AND SHAREHOLDINGS IN 2008 Members of the Management and Supervisory Boards, other executive officers and persons closely related to them are required, pursuant to § 15a of the German Securities Trading Act (Wertpapierhandelsgesetz), to disclose purchases and sales of shares of Fresenius SE and financial instruments based on them (Director’s Dealings). In compliance with clause 6.6 of the Code, ownership of company shares and financial instruments based on them must be disclosed by Management and Supervisory Board members if more than 1% of the shares issued by Fresenius SE are held either directly or indirectly. No member of either board holds, directly and indirectly, more than 1 % of these shares. Furthermore, the combined holdings of all Management and Supervisory Board members of shares issued by Fresenius was less than 1% in 2008. Nor did we receive any notifications that the shareholdings of members of the Management and Supervisory Boards had reached, exceeded, or fallen below the reporting thresholds stipulated in the German Securities Trading Act.
shareholder representatives and two employee representatives. The functions delegated to this committee by the Supervisory Board included the provision of resolutions on the final acquisition price and on those terms of the transaction’s financing that are subject to approval. In particular, the committee exercised the Supervisory Board’s rights of consultation and approval with regard to the use of authorized capital pursuant to § 4 (5) of the Company Statutes (Authorized Capital
II ). The committee continued to exist after the end of 2008
in order to oversee the offering of unsecured Senior Notes in January 2009. SUPERVISORY BOARD EFFICIENCY EVALUATION The Supervisory Board deliberated on the efficiency evaluation in accordance with clause 5.6 of the Code at two of its meetings in 2008 and resolved to adopt a new procedure. The selfevaluations conducted so far have shown that the Supervisory Board is organized efficiently and that the Management Board and the Supervisory Board are cooperating effectively. COOPERATION BETWEEN THE MANAGEMENT AND SUPERVISORY BOARDS Good corporate governance requires trusting and efficient cooperation between the Management Board and the Supervisory Board. The Management and Supervisory Boards of Fresenius SE work closely together in the interests of the Company. Open communication is of great importance.
TRANSPARENCY AND COMMUNICATION Fresenius adheres to all recommendations of clause 6 of the Code. Transparency is guaranteed by continuous communication with the public. In that way we are able to validate and extend the trust given to us. Of particular importance to us