Management and monitoring

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	Annual Meeting 2008

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Through its principles of corporate governance, FUCHS PETROLUB AG aims to build up trust in the Group's management and monitoring in the eyes of its investors, customers, members of staff and the wider public.

The company’s management and monitoring structure – the Executive Board and the Supervisory Board
As a company which has its headquarters in the German city of Mannheim, FUCHS PETROLUB AG is subject in particular to the regulations imposed by the German Stock Corporation Act (Aktiengesetz). A fundamental principle in German corporation law is a dual management and monitoring structure with an executive board and a supervisory board.

The Executive Board (made up of four members) manages the company on its own authority and represents FUCHS PETROLUB AG in its business dealings with third parties. Its actions and decisions are oriented towards the interests of the company and aim to achieve a sustainable increase in corporate value. The Executive Board establishes the company’s goals and develops the company's strategic orientation. It also manages and monitors the individual business units and the Group companies. The Executive Board provides the Supervisory Board with reports on a regular basis. These reports contain up-to-date, comprehensive information relating to all planning, business development, risk situation and risk management issues which are of relevance to the business. The Executive Board works together with the Supervisory Board to decide on the company's strategic orientation and ensures that the company’s strategy is put into practice.

The Supervisory Board appoints the members of the Executive Board. It monitors and advises the Executive Board in all matters relating to the management of the company. It is made up of four members of the shareholders who are elected at the annual general meeting as well as two additional members who are elected by the company’s members of staff.

The Supervisory Board at FUCHS PETROLUB AG has established three qualified, specialist committees:

The personnel committee deals with all personnel matters relating to the members of the Executive Board. These include appointing members of the Executive Board and drawing up contracts for the members of the Executive Board.

The nomination committee proposes possible nominees for the supervisory board's final list of candidates. These candidates for supervisory board mandates are subsequently put forward at the annual general meeting.

The audit committee has a number of different functions. It is responsible for monitoring the general accounting process as well as the quality and independence of the auditing process. It enlists auditors to carry out audits at the company, defines key areas of the auditors' work and agrees any auditing fees. It also monitors the effectiveness of the internal control system for the company's accounts, the company’s risk management, internal auditing and compliance measures. In addition, the committee makes preparations for meetings and resolutions of the Supervisory Board where these issues are dealt with.

Shareholders’ rights
Shareholders are able to exercise their co-administration and supervision rights at the annual general meeting. Every share held in FUCHS PETROLUB AG entitles the shareholder to one vote. The shareholders have the option of exercising their voting right at the annual general meeting themselves or to have a representative of their choice or a company proxy who is bound by instructions to exercise this right. Every shareholder is entitled to take part in the annual general meeting, to speak on any of the items on the agenda and to request information relating to company matters, provided that this is necessary in order to properly assess an item on the agenda. The annual general meeting elects four of the members of the Supervisory Board. In particular, it formally approves the actions of the Executive Board and the Supervisory Board and makes decisions regarding the use of the unappropriated profit, changes in the equity structure, share buybacks and changes to the company’s articles of association.