Financial Statements and Reviews of Operations
KPMG again audited the SAP AG and consolidated accounts in 2007. The Annual General Meeting of Shareholders on May 10, 2007, elected that firm as the SAP AG and SAP Group auditor. Before proposing KPMG to the Annual General Meeting of Shareholders as auditor for the year, the chairperson of the Supervisory Board and the Audit Committee had obtained confirmation from the firm that circumstances did not exist that might prejudice its independence as the auditor.
KPMG examined the SAP AG financial statements prepared in accordance with the German Commercial Code, the SAP AG review of operations, the consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as required by the German Commercial Code, section 315a, the consolidated financial statements voluntarily prepared in accordance with U.S. GAAP, and the reviews of SAP Group operations based on these consolidated financial statements, comparing them with the records on which they were based, and certified them without qualification. The auditor thus confirmed that, in its opinion based on the findings of the audit, the SAP AG and consolidated financial statements, in accordance with the applicable accounting regulations, accurately present SAP AG’s and the SAP Group’s assets, finances, and income.
All Audit Committee and Supervisory Board members received the documents concerning the financial statements mentioned above, the audit reports prepared by KPMG, and the Executive Board’s proposal for the appropriation of retained earnings in good time.
Taking KPMG’s audit reports into account, the Audit Committee and Supervisory Board audited the documents concerning the financial statements themselves after the Executive Board had explained them. The auditor attended the meeting of the Audit Committee on April 1, 2008, and the audit meeting of the full Supervisory Board on April 2, 2008, and reported on the audit and the results of the audit in detail. During the discussion with the auditor, both the Audit Committee and the Supervisory Board asked detailed questions about the form, scope, and results of the audit. Furthermore, the Audit Committee reported to the Supervisory Board on its audit of the financial statements, its discussions with the auditor, and its examination of the internal control structure. The Audit Committee and Supervisory Board were able to satisfy themselves that KPMG had conducted the audit properly. In particular, they concluded that both the audit reports and the audit itself fulfilled the legal requirements.
The Supervisory Board approved the audit and, because it did not raise any objections after the final result of its audit, gave its consent to the SAP AG financial statements, the consolidated financial statements, and the reviews of SAP AG and SAP Group operations. The financial statements and reviews of operations were thus formally adopted. The Supervisory Board’s opinion of the Company and the Group coincided with that of the Executive Board as set out in the reviews of SAP AG and SAP Group operations. The Supervisory Board checked the proposal presented by the Executive Board for the appropriation of retained earnings, focusing on the stringency of the payout policy, the effects on liquidity, creditworthiness, and future financing requirements of SAP AG, as well as taking shareholders’ interests into account – which included a discussion with the auditor. It then endorsed the Executive Board’s proposal.
Changes on the Supervisory and Executive Boards
At the end of the Annual General Meeting of Shareholders on May 10, 2007, Christiane Kuntz-Mayr, Barbara Schennerlein, Bernhard Koller, Klaus Tschira, and Dieter Spöri stepped down from the Supervisory Board. Thomas Bamberger, Panagiotis Bissiritsas, Peter Koop, Joachim Milberg, and Klaus Wucherer were elected to the Supervisory Board for the first time, joining existing Supervisory Board members who had been reelected. With effect from April 1, 2007, Shai Agassi left the Executive Board. Following the successful acquisition of Business Objects S.A., its chief executive officer John Schwarz was appointed to the SAP AG Executive Board, effective March 1, 2008.
Supervisory Board member August-Wilhelm Scheer, who was a member of our Company’s first Supervisory Board, stepped down from the Supervisory Board with effect from April 3, 2008. The Supervisory Board would like to thank August-Wilhelm Scheer for his many years of work on the Supervisory Board and for his valuable contributions to our business and product strategies. At its meeting on April 2, 2008, the Supervisory Board resolved to propose to the Annual General Meeting of Shareholders that Bernard Liautaud, the founder of Business Objects S.A., be elected to the Supervisory Board as August-Wilhelm Scheer’s successor.
Léo Apotheker, previously deputy CEO of SAP AG, was appointed as co-CEO alongside Henning Kagermann, effective April 2, 2008.
The Supervisory Board thanks the Executive Board, the managers of the group companies, and all employees for their strong commitment and their work in 2007. We would also like to thank our customers and partners, who contributed significantly to our Company’s success as well.
Prof. Dr. h.c. Plattner
for the Supervisory Board
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