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Corporate Governance Report
Corporate Governance at Salzgitter
The corporate governance (management and control of the company) of Salzgitter AG is anchored in
the recommendations set forth under German law on the management and supervision of stock corporations
listed on the stock exchange. Moreover, the company has espoused the recommendations
of the German Corporate Governance Code on good and responsible management which goes
beyond the scope of this legislation. In addition, the Executive Board of Salzgitter AG has approved a
set of internal corporate guidelines. These guidelines establish the management organization of the
Group (in particular, the formation of divisions and echelons of management between the Group
management holding, the management companies and Group companies) as well as uniform management
standards for the individual specialist areas.
In the view of the Executive Board and the Supervisory Board of Salzgitter AG, good corporate
governance in all the divisions of the company is a cornerstone of success. With this in mind, a number
of other recommendations of the German Corporate Governance Code were implemented, and the
internal management organization developed and adjusted to the growth of the company in the
financial year 2007.
The Shareholders of Salzgitter AG
The shareholders of Salzgitter AG exercise their rights at the General Meeting of Shareholders which
usually takes place once a year. In particular, they decide on the appropriation of profit, the discharge
of the Executive Board and the Supervisory Board, the election of the members of the Supervisory
Board, changes to the Articles of Incorporation and other significant entrepreneurial measures at this
meeting. Each shareholder of Salzgitter AG is entitled to participate in the General Meeting of Shareholders
to address the Meeting about items on the agenda and to ask pertinent questions and submit
relevant motions. Shareholders can exercise their votes without having to be there in person by
appointing the proxies of the company to vote for them in accordance with their instructions.
The adopted annual financial statements of the company as at December 31, 2006, the consolidated
financial statements of the Group and the joint management report on the company and the Group,
the report on information in the Management Report on the status of shares held in the company and
the report of the Supervisory Board were presented and explained at the annual General Meeting of
Shareholders of Salzgitter AG held on May 23, 2007. These documents had already been posted on
the company’s web site after Supervisory Board’s meeting on March 28, 2007, and made available
as a printed version. The General Meeting then discussed applications for resolution pertaining to the
following items on the agenda:
■ appropriation of unappropriated retained earnings (€ 1 in dividend plus € 1 as a special bonus
per share),
■ discharge of the Executive and the Supervisory Boards,
■ selection of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hanover,
as auditor for the financial year 2007,