10 Annual Report 2009
The Company » Report of the Supervisory Board
to the plenary body and to refrain from participating in
matters which could lead to such conflict of interest. Dr.
h.c. Bernhard Walter, Member of the Supervisory Board of
Henkel AG & Co. KGaA, is also a member of the supervisory
board of Daimler AG. In order to avoid a potential conflict
of interest in conjunction with a now settled legal dispute
concerning sponsorship claims of Daimler’s Formula One
team, Brawn GP, Dr. h.c. Walter has, at his own request, been
excluded from discussion of this matter in the Supervisory
Board and has not received any information whatsoever in
this regard.
Committee activities
In order to efficiently comply with the duties incumbent upon
us according to legal statute and our Articles of Association,
we have assigned certain activities to two different commit–
tees: an Audit Committee comprised of three shareholder-
representative members and three employee-representative
members, and a Nominations Committee made up of three
shareholder-representative members. The memberships of
the committees are shown in the table on page 136.
These committees do the groundwork preparing for
certain resolutions passed by the plenary Supervisory Board;
they also take decisions related to specific responsibilities
assigned to them in accordance with relevant procedural ru–
les. In the year under review, the respective chairpersons of
the committees each provided detailed reports of the results
of their meetings to the plenary Supervisory Board.
The Audit Committee met four times in 2009. During
these sessions, the members primarily reviewed the quar–
terly reports and the half-year financial report, discussing
their contents with the Management Board. The meeting
of August 3, 2009, at which the half-year financial report
was discussed, was also attended by the auditor which sub–
mitted a report on the results of its review. This gave rise
to no objections.
Further issues of importance included the implications
of the Accounting Law Reform Act with respect to the work
of the Audit Committee, and also the modifications required
to relevant procedural rules. We further deliberated on the
question of the effectiveness of Henkel’s internal control
and risk management system, and the status reports of
the Chief Compliance Officer and of the Head of Internal
Audit. The audit plan submitted by Internal Audit was also
approved at this session.
The Audit Committee mandated the external auditor,
pursuant to the latter’s appointment by the 2009 Annual
General Meeting, to audit the annual and consolidated fi–
nancial statements for fiscal 2009, at the same time defining
the main areas on which the audit was to concentrate. The
audit fee was also established.
At the meeting of February 22, 2010, the Audit Committee
discussed together with the external auditor the annual and
consolidated financial statements for fiscal 2009 and also
the risk report, thereupon preparing the corresponding
resolutions for consideration by the plenary Supervisory
Board. The Committee also made recommendations to the
Supervisory Board regarding its proposal for the appointment
by the Annual General Meeting of the external auditor for
the subsequent financial year. A declaration from the auditor
relating to its independence was duly received; the auditor
likewise provided details of the non-audit services rendered
in fiscal 2009 and those envisaged for fiscal 2010.
The Nominations Committee made appropriate recom–
mendations in preparation for the resolution to be formu-
lated by the Supervisory Board and placed before the 2010
Annual General Meeting with respect to the upcoming sup–
plementary elections to the Supervisory Board.
Corporate governance and declaration of compliance
In 2009, the Supervisory Board consulted on issues relating
to corporate governance, and in particular, the latest editi-
on of the German Corporate Governance Code. For details
relating to the corporation’s corporate governance policy,
please refer to the corporate governance report on pages 22
to 26, with which we fully acquiesce.
At the meeting of February 23, 2010, we discussed and
approved the joint Declaration of Compliance of the Ma–
nagement Board, the Shareholders’ Committee and the
Supervisory Board with respect to the German Corporate
Governance Code for 2010. The full wording of the current
and the previous declarations of compliance can be found
on the company website www.henkel.com.
Efficiency review
The Supervisory Board and the Audit Committee perform
an internal review of their operational efficiency at regular
intervals on the basis of comprehensive checklists. These
include questions relating to corporate governance and
potential for further improvement.
Corresponding internal reviews were conducted in the
period under review. At the meetings of the Audit Commit–
tee on February 22, 2010, and of the Supervisory Board on
February 23, 2010, the results of these self-assessments were
discussed in detail. There were no reservations with respect
to the operational efficiency of either the Supervisory Board
or the Audit Committee, nor with respect to the requisite
independence of their members.