CORPORATE GOVERNANCE REPORT
The German Corporate Governance Code (Code) was established to increase confidence in the corporate management of publicly traded companies. It aims to provide more transparency for investors regarding existing regulations covering the management and monitoring of companies. The Management and Supervisory Boards of Fresenius SE support the principles set out in the Code and are committed to responsible management that is focused on achieving a sustainable increase in the value of the Company. Key elements of this approach are solid financial management, long-term corporate strategies, and strict adherence to legal and ethical business standards. Transparency in corporate communication is a further commitment. Good corporate governance is an integral part of corporate policy at Fresenius. Our value-enhancing strategies, as well as the majority of the guidelines, recommendations, and proposals for responsible management contained in the Code, have been basic components of our activities for many years.
Fresenius has published extensive information on the subject of corporate governance on the company website. The latest declaration of conformity and those for prior years are published there, where they can be downloaded .
SHAREHOLDERS
The shareholders uphold their rights at the Annual General Meeting, where they exercise their voting rights. Each ordinary share of Fresenius SE confers one vote. Although preference shares of Fresenius SE basically carry no voting rights, holders of these shares have precedence in the distribution of earnings and are entitled to a higher dividend. None of the shares carry multiple or preferential voting rights.
ANNUAL GENERAL MEETING
Our Annual General Meeting (AGM) was held on May 21, 2008 in Frankfurt am Main. Approximately 90% of the ordinary share capital and over 59% of the preference share capital was represented at the meeting. Those shareholders unable to attend the AGM were able to listen to the speech of the Chairman of the Management Board, which is broadcasted live over the Internet on the Investor Relations/Annual General Meeting section of our website at www.fresenius.com. Additionally, shareholders were able to have their voting rights exercised by proxy, or, in line with the recommendation in the Code, by a voting representative appointed by Fresenius SE. Those at the AGM voted on the appropriation of the distributable profits, gave their approval to the actions of the Management and Supervisory Boards and to the appointment of the auditors. Other resolutions passed at the AGM included the election of a new Supervisory Board and the approval of the 2008 stock option plan, including the creation of conditional capital and corresponding amendments of the Company Statutes. On each of the last two resolutions a special vote of the preference shareholders had to be taken.
MANAGEMENT BOARD
The Management Board of Fresenius SE is responsible for managing the Company and conducting its business, focusing its actions and decisions on the Company’s interests. The Management Board’s seven members are listed on page 192 of this Annual Report (Managment Board).
SUPERVISORY BOARD
The Supervisory Board of Fresenius SE consists of 12 members who are elected at the AGM. Of these, six have been proposed directly by the employees; the AGM is bound to these nominations. The term of office of the current Supervisory Board will end at the close of the Company’s AGM in 2013.
One Supervisory Board member is a partner in a law firm that provides legal advice to the Group, a mandate approved by the Supervisory Board. Another Supervisory Board member is a partner and the supervisory board chairman of a company that provided consultancy services for the Fresenius Group in 2008. The Supervisory Board also approved this mandate. Yet another Supervisory Board member is the supervisory board chairman of a bank where the Fresenius Group maintains business accounts (on normal business terms). Fresenius SE has disclosed these details in the quarterly reports for 2008 and on page 179 of the Annual Report of 2008. There are no other consulting and service contracts between the Company and members of the Supervisory Board. The Supervisory Board is not aware of any conflicts of interest involving members of the Supervisory or Management Boards. Should such conflicts arise, members are required to notify the Supervisory Board immediately.
