DHL 2002 Annual Report Download - page 153

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68
At Deutsche Post AG, one of the most important goals of responsible company management
is achieving an optimally balanced division of tasks and responsibilities between the
Supervisory Board and the Board of Management. Good corporate governance should aim
to generate a sustained increase in the Company’s value while promoting the confidence
of investors, customers, employees and the public in the management and supervision of
Deutsche Post AG.
As an Aktiengesellschaft (German public company) subject to German law, Deutsche
Post AG is managed by its Board of Management and supervised by its Supervisory Board.
The cooperation between these two executive bodies is defined by the Company’s Articles of
Association as resolved by the Annual General Meeting, the by-laws of the Supervisory Board
and the Board of Management, as well as by the resolutions and actions of the executive
bodies within the framework of the relevant statutory provisions.
Based on intensive discussions held by the Executive Committee and the Finance and
Audit Committee of the Supervisory Board, and following their own in-depth examination,
both the Board of Management and the Supervisory Board unanimously resolved to fully
comply with the recommendations of the German Corporate Governance Code in fiscal
year 2003.
Deutsche Post AG’s business practices already fulfilled the Code’s recommendations
to a large extent in the past, and only a few amendments to the by-laws of the Supervisory
Board and the resolutions of the Board of Management and the Supervisory Board were
necessary. Among other things, we defined in greater detail the Board of Management’s
information and reporting duties to the Supervisory Board. We also fully implemented the
rule regarding the handling of conflicts of interest as set forth in the Code. In addition,
the Finance Committee was renamed the Finance and Audit Committee, and the tasks and
responsibilities of this Committee with regard to accounting and auditing were formally
incorporated in the by-laws.
Since the Company’s Articles of Association provide for fixed compensation of Super-
visory Board members without taking into account membership in the committees, the Board
of Management and the Supervisory Board will recommend to the Annual General Meeting
on June 5, 2003 that the Articles of Association be amended to include a provision for per-
formance-related compensation that takes into account chairing and membership of Super-
visory Board committees when specifying compensation. After a corresponding resolution is
passed by the Annual General Meeting, the Board of Management and the Supervisory Board
will fully comply with the recommendations of the Code.
Report by the Board of Management and Supervisory Board
on Corporate Governance