Corporate Governance

  • Wincor Nixdorf is, with just four exceptions, in compliance with all recommendations of the German Corporate Governance Codex
  • Five scheduled meetings of the Supervisory Board
  • Shareholder AGM instructions now also available via Internet
  • Risk management system: “managing for value”
  • Transparency both internally and to the outside world

At Wincor Nixdorf, responsible, transparent management and control centered around the creation of sustained added value is an essential foundation for business success. The Board of Directors and Supervisory Board have issued the statutory statement of compliance with Section 161 of the German Joint Stock Corporations Law, stating that Wincor Nixdorf is, with four exceptions, in compliance with the recommendations of the German Corporate Governance Code. The Board of Directors and Supervisory Board monitor adherence to this code. The statement of compliance, issued annually, is available permanently to all shareholders via the Internet at: http://www.wincor-nixdorf.com under the “Investor Relations” heading.

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Pursuant to Section 7.4.1. of the German Corporate Governance Code,
the Key Subsidiaries of Wincor Nixdorf are Listed in the Table Below:
    Holding

%
  Equity as of
Sept. 30, 2005
€ k
  Profit
2004/2005
€ k
Wincor Nixdorf International GmbH, Paderborn, Germany   100   161,428   63,515
Wincor Nixdorf Facility GmbH, Paderborn, Germany   100   50,000   01)
Wincor Nixdorf Real Estate GmbH & Co. KG, Paderborn, Germany   100   41,097   8,397
Wincor Nixdorf Logistics GmbH, Paderborn, Germany   100   25   01)
Wincor Nixdorf Systèmes Bancaires S. A. S., Plaisir, France   100   12,031   1,593
Wincor Nixdorf Ltd., Wokingham, United Kingdom   100   17,935   1,825
Wincor Nixdorf Pte. Ltd., Singapore   100   11,408   10,610
  1) Profit distribution agreement in place.

Close Collaboration between the Board of Directors and the Supervisory Board. A relationship of close, trusting collaboration exists between the Board of Directors and the members of the Supervisory Board. The Board of Directors reports regularly to the Supervisory Board on progress of the business, engaging in an ongoing, constructive exchange of ideas and information with regard to strategy, corporate planning and company profitability. For further details, please refer to the Report of the Supervisory Board.

The Supervisory Board conducted five scheduled meetings in the fiscal year under review, with no extraordinary meetings during this period. The Supervisory Board has created three committees: A Mediation Committee pursuant to Section 27 Paragraph 3 of the German Corporate Codetermination Law; a Personnel Committee dealing with personnel issues that pertain to the Board of Directors; and an Audit Committee. No conflicts of interest arose among members of the Board of Directors or the Supervisory Board. For further details of the Company’s boards, please refer to "Boards" in the chapter notes to the accounts.

Audit of the Accounts by KPMG.
The Wincor Nixdorf AG Group financial results ending September 30, 2005 have been compiled under the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board (IASB) in London and valid at the end of the reporting period. The Group accounts have been audited by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft.