Engineering

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.