
The Supervisory Board performed the duties assigned by law and the articles of association. In fiscal year 2001 it held four regular meetings and one extraordinary meeting.
The Board of Management regularly reported to the Supervisory Board about the financial performance of the company. The Supervisory Board was informed of all important business transactions and projects, in addition to revenue and earnings developments. All measures requiring the approval of the Supervisory Board were discussed at length. The Chairman of the Supervisory Board kept in constant contact with the Chairman of the Board of Management and was informed of all important business transactions.
The first regular Supervisory Board meeting of fiscal year 2001 was held in April with 15 members present. The Supervisory Board discussed the Group’s business plan with the Board of Management. Moreover, the Supervisory Board approved the purchase of equity investments in companies, including the acquisition of additional shares in DHL International Limited.
Following the General Meeting, the constituent Supervisory Board meeting was held with 19 members present. The Chairman and Deputy Chairman of the Supervisory Board and the members of the committees were elected unanimously.
In a meeting in July which 18 members attended, the Supervisory Board discussed in detail the plan for the acquisition of BHF (USA) Holdings Inc. and approved its acquisition by Deutsche Postbank AG, as well as the company’s integration into the Group as PB (USA) Holdings Inc. In addition to the company’s regular business, another topic for discussion was a detailed status report on the progress made in integrating acquisitions.
In September, 16 members of the Supervisory Board met to approve the Board of Management’s concept for hiving off the Group’s commercial parcel delivery operations in accordance with German corporation law. Additional agenda items included the consolidated financial statements as of June 30, 2001 and a detailed discussion of developments in the subsidiaries and the effects of the events of September 11, 2001.
The Supervisory Board held its last meeting of the year in December 2001. All members were present, and among the issues discussed was the company’s future business plan.
The Executive Committee of the Supervisory Board met five times. The main issues discussed at these meetings were the performance of the Worldwide Express Business Division, the further development of management tools in the Group, and issues concerning the Board of Management. Dr. Peter E. Kruse was appointed to the Board of Management as of January 1, 2001. Peter Wagner stepped down from the Board of Management as of December 31, 2001.
The Personnel Committee met four times, focusing on human resources strategy.
The Finance Committee held four meetings in which it discussed the annual and consolidated financial statements for 2001, the key points of the business plan for 2002, the acquisition of equity investments, and real estate transactions. This Committee conferred at length about the further development of Group management practices, as well as opportunity and risk management.
The Mediation Committee in accordance with section 27 (3) of the MitbestG (Co-Determination Act) did not meet in the fiscal year under review.
The annual financial statements, the consolidated financial statements, the respective management reports, the Board of Management’s report on affiliated companies, and the audit report prepared by the company’s auditor PwC Deutsche Revision AG in Düsseldorf were made available to all members of the Supervisory Board.
The auditors issued an unqualified opinion on the annual financial statements, including the management report, and the consolidated financial statements, including the Group management report.
The auditors also audited the Board of Management’s report on affiliated companies (dependent company report) prepared in compliance with section 312 of the Aktiengesetz (German Stock Corporation Act). The auditors reported on the results of their audit and issued the following audit opinion:
“On completion of our audit in accordance with professional standards, we confirm that
1. the factual statements made in the report are correct,
2. the company’s compensation with respect to the transactions listed in the report was not inappropriately high.”
The Supervisory Board took note of and concurred with the results of the audit. The Supervisory Board itself also examined the annual financial statements and management report, the Board of Management’s report on affiliated companies, and the consolidated financial statements and Group management report, and discussed these at length at its finance meeting on March 21, 2002 in the presence of the auditors. The auditors reported on the results of their audit and were available to answer questions.
No objections were raised by the Supervisory Board,and it therefore approved the annual financial statements and the report on affiliated companies prepared by the Board of Management, and concurred with the management report. The annual financial statements were thereby adopted. The Supervisory Board endorsed the Board of Management’s proposal for the appropriation of net retained profits.
The following changes were made in fiscal year 2001 in the composition of the Supervisory Board:
Adolf Kracht, Dr.Klaus Rauscher and Prof.Dr. Jürgen Richter stepped down from the Supervisory Board on June 27, 2001. On the same date, Dr. Jürgen Großmann, Alfred N. Schindler and Jürgen Sengera joined the Supervisory Board. Benita Unger stepped down from the Supervisory Board on August 15, 2001, and Marion Deutsch joined as a new member on September 1, 2001. Armin Stoffleth, who retired from the Supervisory Board as of August 31, 2001, was replaced by Frank von Alten-Bockum, who became a member as of September 1, 2001. The Deputy Chairman of the Supervisory Board, Kurt van Haaren, left the Board at the end of the fiscal year on December 31, 2001. Rolf Büttner was elected the new Deputy Chairman.
The Supervisory Board would like to thank its former members, the management bodies, and all Deutsche Post employees for their commitment and successful efforts in fiscal year 2001 despite a difficult global economic environment.
Bonn, March 21, 2002
The Supervisory Board