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1.2 To our shareholders Report by by the Supervisory Board Report by the Supervisory Board In this report the Supervisory Board gives an account of the performance of its functions and the key aspects of its work in fiscal 2010/2011. Its discussions focused on the business and financial situation of the Group, the major investment projects in Brazil and the USA, and the Strategic Way Forward for the Group. Dr. Gerhard Cromme Chairman of the Supervisory Dr. Gerhard Board Cromme Chairman of the Supervisory Board 22
To our shareholders 1.2 To our shareholders Report by the Supervisory Board Five Supervisory Board meetings were held in the reporting year. Page 21 22 | 23 Monitoring and advising the Executive Board In the reporting year the Supervisory Board again regularly advised the Executive Board on the management of the Company and continuously supervised its conduct of business. We satisfied ourselves that business complied with all legal and regulatory requirements. The Executive Board fulfilled its duty to inform and furnished us with regular written and verbal reports containing up-to-date and comprehensive information on all incidents and measures of relevance to the Company. In our committees and in full Supervisory Board meetings we always had ample opportunity to critically examine the reports, applications and resolution proposals of the Executive Board and contribute suggestions. In particular, all events of importance to the Company were discussed intensively by the committees and the full Supervisory Board on the basis of written and verbal reports by the Executive Board. Where required by law and the Articles of Association, we took a vote. In justified cases resolutions were passed outside meetings by written procedure. In the periods between meetings, the Supervisory Board Chairman and the Chairman of the Audit Committee were in regular contact with the Executive Board and were informed about major developments. The shareholder and the employee representatives each held separate meetings before the Supervisory Board meetings to discuss items on the agenda. In 2010/2011, four regular and one extraordinary Supervisory Board meetings were held. The average attendance at the meetings was 94%. No Supervisory Board members took part in fewer than half of the meetings. With two exceptions, the committee meetings were fully attended. Signs of conflicts of interest of Executive Board and Supervisory Board members, which must be disclosed to the Supervisory Board immediately and reported to the Annual General Meeting, did not occur in the past fiscal year. Effective work in the committees To perform its functions efficiently, the Supervisory Board has formed six committees. The committees prepare the resolutions of the Supervisory Board as well as the issues to be dealt with at the full meetings. Where legally permissible, in suitable cases decision-making powers of the Supervisory Board were delegated to individual committees. All committees are chaired by the Supervisory Board Chairman, with the exception of the Audit Committee. The content and results of each committee meeting were immediately communicated to the Supervisory Board. The compositions of the individual committees are shown on page 21. Executive Committee The Executive Committee (Praesidium) met seven times and conducted one conference call in the reporting year. In my capacity as Chairman, I maintained close contact with the individual Executive Committee members between meetings to discuss projects of particular importance. In addition to preparing the full Supervisory Board meetings, our main subjects of deliberation were the earnings performance, financial position and ratings situation of the Group, the Executive Board’s strategy for the Group going forward including the carve out of Stainless Global, the major investment projects in Brazil and the USA, the sale of treasury shares in July 2011, and in a meeting at the beginning of December 2011 impairment in the Steel Americas and Stainless Global business areas.
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