Engineering

1.2 To our shareholders Report by by the the Supervisory Board Board
Pages 33 33–37
- 37
The Audit Committee obtained a a statement
of statement independence of independence from the auditors from the KPMG.
auditors KPMG.
Personnel Committee
The Personnel Committee likewise met seven times and held one conference call. It dealt in detail with the
structure of the Executive Board compensation system and the compensation for each Executive Board
member and submitted corresponding resolution proposals to the full Supervisory Board. Details of the
compensation system are presented in the compensation report on pages 33-37. Further key topics
discussed were the appointment of Mr. Guido Kerkhoff to the Executive Board of ThyssenKrupp AG as well
as amendments to the Executive Board organization chart. The Personnel Committee also gave its approval
for the acceptance of external directorships by individual Executive Board members and the retention of the
law firm Clifford Chance, for which Supervisory Board member Dr. Kersten v. Schenck works as Of Counsel.
Mediation Committee
Once again in fiscal 2010/2011 it was not necessary to convene the Mediation Committee in accordance
with § 27 par. 3 German Codetermination Act (MitbestG).
Audit Committee
The Audit Committee held four meetings in 2010/2011. Alongside the committee members, the financialstatement
auditors, the Chairman of the Executive Board, the Chief Financial Officer and the Executive Board
member responsible for compliance regularly attended the meetings. For selected agenda items, further
Executive Board members and the responsible senior vice presidents also took part. The committee mainly
dealt with the parent-company and consolidated financial statements for 2009/2010, the monitoring of the
accounting process, and the effectiveness of the internal control system, risk management system and
internal auditing system. The 2010/2011 interim reports were discussed at length prior to their publication.
The auditors reported in detail on all occurrences of significance to the work of the Supervisory Board
identified in the course of the audit of the annual financial statements and the audit review of the interim
reports.
Ahead of the Annual General Meeting on January 21, 2011, a proposal was submitted to the full
Supervisory Board for the election of the auditors for the 2010/2011 fiscal year. After their election by the
Annual General Meeting, the auditors were engaged by the Audit Committee to audit the parent-company
and consolidated financial statements and to carry out audit reviews of the interim reports. A fee was agreed
with the auditors. The auditors declared to the Audit Committee that no circumstances exist which could
lead to the assumption of prejudice on their part, and reported on the non-audit services they had
performed. The Audit Committee obtained the required auditors’ statement of independence and monitored
the qualification of the auditors. A further central issue was the preparation of the bidding process for the
audit contract which was initiated in the past fiscal year.
In its meetings in November 2010 and May 2011 the committee was informed in detail about the Group’s
compliance activities, which were then also addressed in the full Supervisory Board meetings. The regular
discussion of the investment projects in Brazil and the USA continued in the reporting year. In addition, the
committee studied the audit plan and quality management system of the Group’s internal auditing
department, the results of audits carried out, and regular reports on legal risks. On this basis it satisfied
itself that the management of the Company is in compliance with the law.
24