Transparency & Governance
Report of the Supervisory Board MAIN FOCUS OF THE SUPERVISORY BOARD’S ACTIVITIES
The Supervisory Board’s monitoring and advisory activities were mainly centred on overall business operations as well as on business segment investments and acquisitions, and any related financing. A focus was the acquisition of Dabur Pharma in India and APP Pharmaceuticals in the United States. The Supervisory Board discussed these strategically important acquisitions in detail with the Management Board and carefully considered the opportunities and risks. The financing of the APP acquisition through an issue of shares from approved capital, an issue of mandatory exchangeable bonds convertible into ordinary shares of Fresenius Medical Care&Co. KGaA and debt was also discussed with the Management Board and was approved by the Supervisory Board. After detailed consultations and discussions the Supervisory Board also approved the 2008 stock option plan for the Management Board and other executive officers.
The Supervisory Board thoroughly reviewed and discussed all other significant business activities with the Management Board. It approved the budget for 2009 and the Fresenius Group’s medium-term planning, following a detailed review and discussions with the Management Board. At its regular meetings and within the Audit Committee, the Supervisory Board also kept itself informed about the Group’s risk situation and risk management activities as well as compliance.
CORPORATE GOVERNANCE
Further development of corporate governance at Fresenius was reviewed by the Supervisory Board. On May 21, 2008, the Management Board and the Supervisory Board jointly issued a Declaration of Conformity in accordance with the German Corporate Governance Code in its version as of June 14, 2007.
For more information on corporate governance at Fresenius, please see the Corporate Governance Report issued jointly by the Management and Supervisory Boards on pages 22 to 25 of this Annual Report.
WORK OF THE COMMITTEES
The Personnel Committee, which is responsible, among other things, for concluding, amending, and terminating employment contracts with the members of the Management Board, held two meetings and one conference call.
The Audit Committee held four meetings. There was also one conference call. The main focus of its activities was on the preliminary audit of the annual financial statements of Fresenius SE and the Group for 2007 and discussions with the auditors about their report and the terms of reference of the audit. The Audit Committee also reviewed the 2008 quarterly reports and the risk management system, an audit plan as well as the audit results of the internal audit department and a controlling report on the development of the acquisitions. The Audit Committee also discussed in detail the effects on the accounting resulting from the acquisition of APP Pharmaceuticals.


