Análisis y simulación de episodios interesantes en Andalucía
2. Materiales y métodos
2.2. Tipos y fuentes de datos meteorológicos
55 SERVICE
2007 FINANCIAL YEAR OUR RESPONSIBILITY CONSOLIDATED
FINANCIAL STATEMENTS CUSTOMERS AND EMPLOYEES
Letter to the shareholders S&T Management Strategy S&T Share Management Report We improve IT S&T Team
Foreword by the Chairman of the Supervisory Board Report of the Supervisory Board Supervisory Board Members and Committees Corporate Governance Notes Wesentliche Beteiligungen Consolidated Financial Statements Bilanzierungs- und Bewertungsgrundsätze Erläuterungen zum Konzernabschluss Financial Glossary IT-Glossary Our Locations Index Imprint Financial calendar
Rule 41 – Nomination Committee: A nomination committee shall be established depending on the situation in question. Otherwise, its tasks are performed by the Supervisory Board as a whole.
Rule 43 – Management Board Issues: Issues pertaining to the compensation of the Management Board’s members are handled by the Supervisory Board under the direction of its Chairperson.
Rule 57 – Age Limit for the Supervisory Board: There is no age limit for members of the Supervisory Board. Their professional qualifi cations are the only determinant.
Rule 60 – Statement of Conformity: S&T declares its unqualifi ed compliance with the Austrian Corporate Governance Code and publishes all explains (C rules).
Rule 66 – Publication of the Annual Financial Statements: S&T AG makes the parent company’s fi nancial statements available to the public during the Annual General Meeting in accordance with Austrian commercial law. Their compulsory publication takes place in due time in the Wiener Zeitung newspaper.
Rule 70 – Directors’ Dealings: S&T publishes its boards’ directors’ dealings via a direct link to the Austrian fi nancial regulator’s directors’ dealings website.
Rule 80 – Risk Management: In our quest to do justice to the S&T Group’s growth in size, we continued to systematically expand the implementation of an extended risk-management system in the 2007 fi nancial year, and we expect to implement the remaining measures in 2008. Risk management is performed both centrally and locally, through controlling and treasury departments, and is subject to a Group guideline established by company manage- ment. The Management Board submits a report on the results of the risk analysis to the Supervisory Board once a year and continuously informs it of material changes to the company’s risk position. We will publish our assessment of the S&T Group’s risk position in the Annual Report’s Review of Operations.
Trusting Cooperation between the Management Board and the Supervisory Board
In keeping with the Code, the Management Board and the Supervisory Board – above all their Chairmen – maintain con- stant dialogue concerning the company’s development and strategic alignment in between Supervisory Board meetings. The Supervisory Board also performs its advisory and monitoring duties via committees, depending on the signifi cance and classifi cation of the issues at hand. The Advisory Committee represents the company’s interests in all matters relat- ing to the Management Board and acts as a Compensation Committee as regards the remuneration of the Management Board.
The Audit Committee does preparatory work for the Supervisory Board concerning all issues related to the Annual Finan- cial Statements, the audit of the Group, and accounting. In addition, it reviews the company’s risk-management practices as well as the independence and quality of the auditors of the fi nancial statements. For reasons of effi ciency, all further committees are formed when required and their tasks are performed by the Supervisory Board of S&T AG.
56 We Improve IT
Furthermore, the Austrian Corporate Governance Code aims to increase transparence and strengthen the Supervisory Board’s independence. Accordingly, the Code stipulates that the Supervisory Board and its committees shall have a suf- fi cient number of independent members and has defi ned the guidelines for determining the indepen dence of Supervisory Board members. All of the shareholder representatives on the Supervisory Board of S&T AG declared their independence in line with these guidelines at the session on December 17, 2007. The Supervisory Board’s statement of independence can be found on S&T’s website at www.snt-world.com/Investoren/Corporate Governance.
The former Chairman of the Management Board (through the end of 1999) and co-founder of the company,
Mr. Thomas Streimelweger, has been the Chairman of the Supervisory Board since 2004 and has thus not been Chairman of the Management Board of S&T for more than two years, in accordance with Rule 55. Neither former Supervisory Board members, nor any executives, sit on the Supervisory Board, and there are no interlocking relationships. Neither were loans issued to members of the Supervisory Board or the Management Board, nor were any such contracts con- cluded with them. We have reported on agreements with related companies in the Notes to the Group on page 106. On May 2, 2007, PwC Wirtschaftsprüfung AG Wirtschaftsprüfungs- und Steuerberatungsgesellschaft mbH were appointed auditors of the Group and parent company’s fi nancial statements by the 16th Annual General Meeting of S&T AG.
Stable Shareholder Structure
S&T AG owns 3,585,017 common shares. There are no preferred shares or limitations on the common shares. The “One share-one vote” principle thus fully comes to bear. S&T AG has two main shareholders in Mr. Thomas Streimelweger and companies affi liated with him (~28%) and the AvW Group (~26%). The shareholder structure is presented on page 19 of the Annual Report. Some 46% of the shares in S&T are widely held.
Supervisory Board Compensation
S&T AG’s Supervisory Board is made up of seven members. On May 2, 2007, the Annual General Meeting of S&T AG passed a resolution pursuant to which the fi xed compensation of each of the Supervisory Board members amounts to EUR 10,000 p.a., with that of the Chairman of the Supervisory Board totaling EUR 12,000 p.a. In 2007, the members of the Supervisory Board and companies related to them received a total of EUR 166,000 in expense and cost reimbursements (2006: EUR 139,000). They did not receive any further remuneration or benefi ts from the company or its subsidiaries.
57
The consolidated fi nancial statements of S&T System Integration & Technology Distribution AG as of and for the fi scal year ended December 31, 2007 prepared in accordance with International Financial Reporting Standards/IFRSs as adopted by the EU and with section 245a (1) of the Austrian Commercial Code have been translated into English. In case of different interpretations the German original is valid.
SERVICE
2007 FINANCIAL YEAR OUR RESPONSIBILITY CONSOLIDATED
FINANCIAL STATEMENTS CUSTOMERS AND EMPLOYEES
Letter to the shareholders S&T Management Strategy S&T Share Management Report We improve IT S&T Team
Foreword by the Chairman of the Supervisory Board Report of the Supervisory Board Supervisory Board Members and Committees Corporate Governance