Information on corporate governance practices
The structures for the management and supervision of Dürr AG are as follows:
Shareholders and general meeting
Our shareholders exercise their rights at the general meeting. Dürr’s annual general meeting is held within the first five months of the fiscal year. The general meeting is presided over by the Chairman of the Supervisory Board. The general meeting resolves on all matters that are reserved for it by law (election of the members of the Supervisory Board, amendments to the articles of incorporation, the appropriation of net profit, capital measures, etc.).
Supervisory Board
The primary function of the Supervisory Board is to advise and supervise the Board of Management. Dürr AG´s Supervisory Board has equal employee and shareholder representation and currently consists of 12 members. Six members were elected by the shareholders at the general meeting and four members were elected by the employees. Two members were appointed by the IG-Metall trade union.
In case of a tie in the voting the Chairman of the Supervisory Board has the casting vote.
Board of Management
The Board of Management, as the executive body of Dürr AG, manages the company’s affairs and under the requirements of stock corporation law is committed to Dürr's interests and bound by the principles of company policy. It reports regularly, promptly and comprehensively to the Supervisory Board about all essential issues of business development and corporate strategy, and about potential risks.
The compensation for the members of the Board of Management comprises performance-related and non-performance-related components.
Directors’ interests
Members of the Board of Management and the Supervisory Board (w/o Dürr familiy) hold about 1% shares in Dürr AG. Details of the latest shareholder structure can be found here.
Transparency
Dürr AG places great value on providing information uniformly, comprehensively and promptly. It reports on the company’s business situation and results in the annual report, at press conferences and conference calls, in the quarterly reports and in the six-month report.
Information is also published through press releases and ad-hoc announcements. All announcements, presentations and notices are available on our website under Investor Relations/Press.
Dürr AG has drawn up a list of insiders as stipulated in Section 15 b of the German Securities Trading Act (WpHG). The persons concerned have been informed about the statutory duties and penalties.
Accounting and audit
The consolidated financial statements have been prepared in accordance with IFRS standards since the 2003 fiscal year. After preparation by the Board of Management the consolidated financial statements are audited by the external auditor and are adopted by the Supervisory Board. The consolidated financial statements are published within 90 days after the end of the fiscal year.
It has been agreed with the external auditor that the Chairman of the Supervisory Board or the Chairman of the Audit Committee will be informed without delay about any grounds for exclusion or exemption and any inaccuracies in the declaration of compliance arising in the course of the audit. The external auditor reports to the Chairman of the Supervisory Board without delay about all issues and events arising in the course of the audit relevant for the Supervisory Board’s duties.
Performance indicators and control system
In connection with the “Dürr 2010” strategy program Dürr has defined value-oriented performance targets to back up its strategic goals. EBIT, operating cash flow, free cash flow and ROCE are the key performance benchmarks for the company and the business units.
To identify opportunities and risks for the company early on and to respond to them proactively and suitably Dürr AG has implemented a risk management system, which is integrated in the company’s internal processes, and a multi-tiered internal control system. Dürr AG’s Internal Auditing Department verifies the proper functioning of the systems on the basis of a risk-oriented audit strategy.
Within the business units the regular control function is performed primarily by the Controlling departments and by the appointed risk managers. Our risk management process consists of nine steps. The most important step is the so-called risk inventory, for which the management of the respective operating units is responsible. Here, the individual risks are identified, are assigned to the 15 defined risk fields, and are evaluated. A risk is evaluated according to standard criteria with the aid of so-called risk structure spreadsheets. Factors assessed are the maximum possible loss, the probability of occurrence, and the effectiveness of possible counter measures. The end result of this review is the so-called net risk or actual risk potential. The aggregate of all the individual risk potentials represents the overall risk situation for the Group. This can then be segmented according to specific risks in the six business units and according to aggregate risks at Group level.
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