Report of the Supervisory Board
Dear Shareholders,
During the fiscal year, the Supervisory Board performed the duties prescribed by law and the Articles of Association. It regularly advised the Board of Management in managing the Company, and supervised the conduct of the Company’s business. It was directly involved in all decisions of fundamental importance to the Company. The Board of Management provided regular, timely, and comprehensive information to the Supervisory Board, in written and oral reports, on all issues relating to corporate planning and strategic development, on the course of business and important business events, on the Group’s position, including the risk situation, and on risk management. Detailed explanations were provided for deviations between the actual course of business and the established plans and objectives. The Board of Management coordinated the Company’s strategic orientation with the Supervisory Board. All business activities of importance to the Company were discussed in detail on the basis of the Board of Management's reports. In addition to Supervisory Board meetings, the Chairman of the Supervisory Board had regular contact with the Board of Management, and kept himself informed on the development of the business situation and important business transactions. When approval was required, by law or other regulations, for decisions or measures planned by the Board of Management, the Supervisory Board was provided with detailed written information. At the meetings, the appropriate proposed resolutions were examined, and the required resolutions passed. Scheduled Supervisory Board meetings took place in March, May, September, and December 2010. All members of the Supervisory Board attended more than half of the meetings.
Key areas of discussion
At the Supervisory Board meetings, the Board of Management regularly informed the Supervisory Board of the Company's economic and financial development. Deviations between the actual course of business and the established plans and objectives were discussed in detail. The Supervisory Board dealt with risk management as well as the effectiveness of the internal control, risk management, and internal audit systems. Further topics were the annual financial statements and consolidated financial statements for 2009, preparation for the 2010 Annual General Meeting together with the proposal for the appropriation of profit, reports on the course of business and any deviations from the established plans and objectives, investment projects, the investment program, other planning issues for 2011, the compliance management system, proposed changes to the Articles of Association at the 2011 Annual General Meeting, objectives for the composition of the Supervisory Board, and other issues relating to the Supervisory Board. The Board of Management informed the Supervisory Board about tighter measures to ensure strict observance of competition law, and about the status of competition proceedings. The 2010 Declaration of Conformity was passed. The Supervisory Board decided to renew the mandates of Dr. Stefan Fink and Dr. Stefan John. The remuneration structure of the Board of Management was amended after consultation with an external remuneration expert in accordance with legal requirements. The Supervisory Board adjusted the total remuneration for those members of the Board of Management, whose mandates were renewed, in accordance with the amended remuneration system.
Work of the committees
The Supervisory Board has established two committees: the Executive Committee and the Finance Committee. Meetings of the Executive Committee took place in September and December 2010. The Executive Committee considered the resolutions for the renewal of the appointments of Dr. Fink and Dr. John, as well as decisions on the remuneration structure for the Board of Management, and the future total remuneration of the Management Board members, Dr. Stefan Fink and Dr. Stefan John. It also considered other personnel issues.
The Finance Committee met in February, March, May, July, and November 2010 as well as in March 2011, and dealt with the annual financial statements of Dyckerhoff AG and the consolidated financial statements including the management reports, the proposal for the appropriation of profit, the quick report, and the quarterly and half-year financial statements. Where the financial statements were audited, or subject to an audit review, the auditor was present during the Committee's discussions. Further points of discussion were the appointment of the auditor for the annual financial statements and the consolidated financial statements for fiscal year 2010, as well as the appointment of the auditor for the interim financial statements during fiscal year 2010, the agreement of the auditor’s fee, and monitoring of the auditor's independence. The Committee also considered the effectiveness, facilities, and findings of internal audit. In addition, the effectiveness of the integrated internal monitoring system was pre-discussed.
Annual financial statements and consolidated financial statements
The annual financial statements and the management report of Dyckerhoff AG for fiscal year 2010 were prepared by the Board of Management in accordance with the regulations of the German Commercial Code (HGB). They were audited by Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Munich, in accordance with the resolution passed by the Annual General Meeting of May 11, 2010, and their subsequent appointment by the Supervisory Board. The auditor issued an unqualified audit opinion.
The consolidated financial statements were prepared, as in the previous year, in accordance with the International Financial Reporting Standards (IFRS). The consolidated financial statements and the consolidated management report were also audited by Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft, Munich, in accordance with the resolution passed by the Annual General Meeting on May 11, 2010, and their subsequent appointment by the Supervisory Board. According to the findings of the auditors, Dyckerhoff AG prepared the consolidated financial statements and the consolidated management report in accordance with the International Financial Reporting Standards, as they apply in the EU, and the additional requirements of article 315a, para. 1 of the German Commercial Code (HGB). The consolidated financial statements and the consolidated management report of Dyckerhoff AG were given an unqualified audit opinion in accordance with article 322 of the German Commercial Code (HGB). In the audit report, the auditor addresses the responsibilities of the Board of Management and the auditor, and explains the auditing standards. The particular focal points of the audit were the valuation of affiliated companies and participations, and the splitting of the Sievert Group.
The annual financial statements, the management reports, and the audit reports were submitted in a timely manner to all members of the Supervisory Board. They were discussed in detail at the plenary meeting of the Supervisory Board held to approve the annual financial statements on March 11, 2011. The auditor was present at the meeting and reported on the most significant results of the audit, and answered additional questions from the Supervisory Board. Based on our own examination of the annual financial statements, the consolidated financial statements, and the management reports, we agree with the results of the audits.
There were no objections raised as a result of the Supervisory Board's examination of the annual financial statements, the consolidated financial statements, the management report, the consolidated management report, and the proposal for the appropriation of profit of Dyckerhoff AG. At its meeting on March 11, 2011, the Supervisory Board therefore approved the annual financial statements and the consolidated financial statements as of December 31, 2010, as submitted by the Board of Management. The annual financial statements of Dyckerhoff AG are thus adopted. We approve the Board of Management's proposal to use the net profit of Dyckerhoff AG for the distribution of a dividend of EUR 0.50 per share, and to allocate the remainder to other reserves.
Dependent company report
Dyckerhoff AG is in a direct dependent relationship with Buzzi Unicem S.p.A., Casale Monferrato, Italy. For this reason, the Board of Management prepared and submitted to us, pursuant to article 312 of the German Stock Corporation Act (AktG), a report on relations with affiliated companies. Pursuant to article 313, para. 3 of the German Stock Corporation Act (AktG), the auditor awarded the following unqualified audit opinion to the Board of Management’s report on the relationship of Dyckerhoff AG with its affiliated companies in fiscal year 2010:
- The factual details given in the report are accurate, and
- Compensation provided by the Company in relation to legal transactions referred to in the report was not unduly high.”
The Supervisory Board also reviewed the report of the Board of Management concerning relations with affiliated companies, and agrees with the auditor's opinion. After completing its own reviews, the Supervisory Board raises no objections to the statement provided by the Board of Management at the conclusion of the report, which is included in the management report.
Corporate Governance
The German Corporate Governance Code was again amended in 2010. The 2010 Declaration of Conformity of Dyckerhoff AG was issued on December 15, 2010. The deviations detailed in December 2009 still apply. The latest Declaration of Conformity and the preceding declarations can be found here.
Personnel matters relating to the Board of Management
In the Supervisory Board meeting in September 2010, the Supervisory Board renewed the appointments of Dr. Stefan Fink (from March 1, 2011 to February 28, 2014) and Dr. Stefan John (from June 1, 2011 to May 31, 2014).
Thanks from the Supervisory Board
The Supervisory Board would like to thank the members of the Board of Management, employees, and employee representatives of all companies in the Dyckerhoff Group for their successful performance, and their objective and constructive cooperation.
Wiesbaden, March 11, 2011
The Supervisory Board
Dr. Jürgen Lose