Comentario sobre 1 Timoteo
2. Explicando la expresión “por todos los hombres” el apóstol continúa: por reyes y por todos los que están en posiciones elevadas.
dealing in detail with the company’s economic situation and prospects. the
Supervisory Board was involved in all decisions directly and in time.
Dear Shareholders,
The company also developed very well in 2012 from the per- spective of the Supervisory Board. Dräger achieved to the greatest extent the targets published at the beginning of the year. The increase in Group net sales (net of currency effects) only approximated global economic growth rates, which were taken as a guideline. However, this increase must be taken against the backdrop of weak economic growth in Europe, which is still where Dräger generates more than half of its net sales. Investments to secure the company’s future sustainability were significantly in- creased again last year. This meant there was a marked increase in expenditure on research and development, for example. What is even more positive is that Dräger’s profitability did not suffer as a result, and at 9.7 percent, the EBIT margin for the full year was higher than the pub- lished target range of 8.0 to 9.5 percent. The company took an important step towards the reorganization of its capital structure in 2012 with the successful buyback of 41.1 percent of its participation certificates. By doing this, Dräger reinforced the share as its long-term refinanc- ing instrument, and can offer its shareholders even more attractive interest on capital. The new sales structure that was introduced last year provides greater efficiency and opens up further opportunities for growth. The new marketing organization that was put in place early in the
new year should also provide a significant boost to further net sales and income growth.
The Executive Board has set target net sales growth of two to four percent for 2013, a similar level to last year, and wants to achieve an EBIT margin of between 8.0 and 10.0 percent. This is however dependent on stable growth in those markets that are relevant for Dräger, and on ex- change rates remaining unchanged. The Supervisory Board considers that this estimate is realistic against the background of only moderate growth rates within the global economy and the ongoing economic problems in a number of European countries. For 2014, the Executive Board forecasts net sales growth to outperform market growth in both divisions and the Group EBIT margin to increase compared to 2013, providing the Company’s relevant markets continue their positive performance. The Supervisory Board also deems this prognosis to be realis- tic in view of the structural improvements carried out and will closely cooperate with management in monitoring the defined milestones and goals.
In the past fiscal year, discussions continued to focus on the Company’s functional orientation, its long-term strate- gic targets and its regional growth options. Discussions also focused on the development and launch of new prod- ucts, and the introduction of the new marketing organi-
zation planned for January 1, 2013. The Supervisory Board also reviewed the concluded buyback of participation certificates as well as their redemption at several meetings. In fiscal year 2012, the Supervisory Board carefully and regularly monitored the work of the Executive Board of the general partner in accordance with the law and the arti- cles of association, and provided advice on the strategic development of the Company as well as all major mea- sures. The Supervisory Board was involved in all decisions of importance to the Company. The extensive written and oral reports by the Executive Board formed the basis
for these decisions. Also outside of the Supervisory Board meetings, the Chairman of the Supervisory Board was re- gularly informed by the Chairman of the Executive Board about current business developments and major transac- tions.
meetings
In four regular meetings and one special meeting, the Supervisory Board dealt in detail with the business and stra- tegic development of the Dräger Group, the divisions and their German and foreign subsidiaries, and intensively advised the Executive Board on such matters. If neces- prof. dr. niKolaus sChweiCKart
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sary, individual points on the agenda were discussed with- out the Executive Board. Supervisory Board member Walter Neundorf, representative of the executive staff, took over a General Manager position at two subsidiaries in China on May 1, 2012. Since that date, his seat on the Super- visory Board has been suspended in accordance with Sec. 105 (2) AktG. A replacement member has not been appointed. In addition, no member took part in less than half of the Supervisory Board’s meetings.
foCal points of the supervisory board deliberations
The Group’s development, particularly the future func- tional orientation, was one of the focal points of the discus- sions. Another main topic was the development and launch of new products.
The medium-term planning and the planning presented for fiscal year 2013 was approved by the Joint Committee, which is responsible for approving the catalog of transac- tions requiring approval, in its meeting on December 13, 2012. These deliberations focused on research and devel- opment, planned product launches and cost develop- ment. Additionally, the Executive Board gave an overview of the Company’s financing.
The Supervisory Board of Drägerwerk Verwaltungs AG, which acts as the general partner, and the Joint Committee approved the transactions requiring approval after care- ful consideration of the documents provided by the Execu- tive Board.
aCtivities of the audit Committee
The Audit Committee held three meetings and three con- ference calls in the year under review. Representatives of the statutory auditor, the internal audit department and Compliance generally participated in these meetings. At its meeting on May 4, 2012, the Supervisory Board appoint- ed Supervisory Board member Siegfrid Kasang to the
Audit Committee for the duration of Supervisory Board member Walter Neundorf’s absence.
At its meetings, the Audit Committee reviewed the single entity and Group financial statements, the quarterly reports, the half-yearly report as well as the profit appropria- tion proposal. In addition, the Committee audited and assessed the financial reporting process, the risk reporting system as well as the audit activities of the Internal Audit and the auditor. The organization of the Compliance depart- ment and its activities as well as the tax audit of the German companies were also a topic of the meetings. The Audit Committee also informed the plenary Supervisory Board of the results of its deliberations.
Corporate governanCe and effiCienCy audit
The Supervisory Board regularly deals with the application and enhancement of corporate governance principles within the Dräger Group. The declaration of conformity has been reproduced on page 46 of this annual report. We also evaluated our Supervisory Board activities in fiscal year 2012 and conducted an internal efficiency audit.
single entity and group finanCial statements
The Supervisory Board appointed the statutory auditor elected by the annual shareholders’ meeting, Frankfurt- based PricewaterhouseCoopers Aktiengesellschaft Wirt- schaftsprüfungsgesellschaft, to audit the single entity and Group financial statements for fiscal year 2012. Subject of the audit were the single entity financial statements of Drägerwerk AG & Co. KGaA, prepared in accordance with German Commercial Code (HGB), as well as the Group financial statements, prepared in accordance with IFRS, and the management reports of both Drägerwerk AG & Co. KGaA and the Dräger Group.
The auditors examined the single entity financial state- ments of Drägerwerk AG & Co. KGaA prepared in accor- dance with the provisions of the German Commercial
Code, the IFRS Group financial statements, as well as the management reports of both Drägerwerk AG & Co. KGaA and the Group, and issued an unqualified audit opinion. The auditors confirmed that the Group financial state- ments prepared in accordance with IFRSs and the Group management report conform with IFRSs as adopted by the EU.
The members of the Supervisory Board carefully examined the single entity and Group financial statements and accompanying management reports as well as the audit reports. Representatives of the statutory auditor attend- ed the Audit Committee’s meeting on March 7, 2013, dur- ing which Dräger’s single entity and group financial statements were deliberated on, as well as the Supervisory Board’s meeting on March 8, 2013, to discuss the finan- cial statements. These representatives reported on the per- formance of the audit and were available to provide additional information. At these meetings, the Executive Board explained the single entity financial statements of Drägerwerk AG & Co. KGaA and the Group financial state- ments along with the risk management system. On the basis of the audit reports on the single entity and Group financial statements and the management report, the Audit Committee came to the conclusion that both sets of financial statements with their respective management reports give a true and fair view of the net assets, financial position and results of operations in accordance with the applicable financial reporting framework. To do so, the Audit Committee deliberated on significant asset and lia- bility items and their valuation as well as the presentation of the earnings position and the development of certain key figures. The Chairman of the Audit Committee report- ed on the discussions to the Supervisory Board. Further questions by members of the Supervisory Board led to a more detailed discussion of the results. The Supervisory Board was convinced that the dividend proposed by the gen- eral partner was in line with Dräger’s dividend policy and was appropriate considering the net assets, financial
position and results of operations, and approved it. The liquidity of the Company and the interests of the sharehold- ers were taken into account in equal measure. There were no reservations concerning the economic efficiency of the Executive Board’s actions.
After the preliminary review by the Audit Committee, the Supervisory Board reviewed and approved the finan- cial statement and consolidated financial statement of Drägerwerk AG & Co. KGaA as well as the respective man- agement reports. The financial statements of Drägerwerk AG & Co. KGaA must be approved by the annual share- holders’ meeting. The Supervisory Board agreed with the recommendation made by the general partner to ap- prove the financial statements of Drägerwerk AG & Co. KGaA and supports the proposed appropriation of net earnings.
ConfliCts of interest
There were no conflicts of interests involving members of the Executive and Supervisory Boards, which must be disclosed to the Supervisory Board without delay and about which the annual shareholders’ meeting must be in- formed.
The Supervisory Board would like to express its recognition of the Executive Board for its successful work in this fis- cal year. Furthermore, it thanks management and all em- ployees, including employee representatives, for their hard work in the fiscal year 2012.
Lübeck, Germany, March 8, 2013 Prof. Dr. Nikolaus Schweickart Chairman of the Supervisory Board
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