Engineering

More documents

Recommendations

Info

1.2 To our shareholders Report by by the the Supervisory Board Board Pages 18 18–19 - 19 Composition of the Supervisory Board and Executive Board At the close of the Annual General Meeting on January 21, 2011 Dr. Schulte-Noelle and Mr. Peter Scherrer stood down from the Supervisory Board. The Annual General Meeting elected Prof. Dr.-Ing. Schulz to succeed Dr. Schulte-Noelle. By court decision Ms. Sabine Maaßen was appointed to succeed Mr. Scherrer with effect from January 22, 2011. The Supervisory Board thanked Dr. Schulte-Noelle, the longest-serving member of the board, as well as Mr. Scherrer for their good work. I have already reported on the personnel changes in the Executive Board of ThyssenKrupp AG in the 2010/2011 fiscal year; a summary is presented in the overview of the composition of the Executive Board on pages 18-19. In addition, in its meeting on December 02, 2011 the Supervisory Board extended the appointment of Mr. Edwin Eichler as Executive Board member until September 30, 2017. The Supervisory Board expressed thanks and recognition to the departing Executive Board members, Prof. Dr.-Ing. Schulz, who shaped the ThyssenKrupp Group over many years, and also Dr. Hippe. On behalf of the entire Supervisory Board I thank the management, employees and employee representatives of all Group companies for their work in the past fiscal year. The Supervisory Board Dr. Gerhard Cromme Chairman Essen, December 02, 2011 28
To our shareholders 1.3 To our shareholders Corporate governance report report Corporate governance report Good corporate governance is an issue that applies to all areas of ThyssenKrupp. It promotes trust by investors, financial markets, business partners, employees and the public in the management and oversight of the Company and is a key foundation for sustainable business success. ThyssenKrupp complies in in full full with all recommendations of of the German Corporate Governance Code. 28 | 29 In this section and in the corporate governance declaration in accordance with § 289a German Commercial Code (HGB) the Executive Board – also on behalf of the Supervisory Board – reports on corporate governance at ThyssenKrupp in accordance with section 3.10 of the German Corporate Governance Code. This section also includes the compensation report. Corporate governance overview Implementation of the German Corporate Governance Code In the reporting year the Executive Board and Supervisory Board of ThyssenKrupp AG again dealt intensively with the requirements of the German Corporate Governance Code as amended on May 26, 2010. Up to the Annual General Meeting on January 21, 2011, ThyssenKrupp AG did not fully comply with the recommendation in section 5.4.5 of the Code that an executive board member should not hold more than three supervisory board seats in external listed companies or in the supervisory bodies of non-listed companies subject to comparable requirements. On Prof. Dr.-Ing. Ekkehard D. Schulz’s retirement from the Executive Board of ThyssenKrupp AG at the close of the Annual General Meeting, the Code’s recommendations were again complied with in full. After the Annual General Meeting on January 21, 2011 the Supervisory Board and Executive Board therefore issued an updated, unqualified Declaration of Conformity. At October 01, 2011 the Declaration of Conformity was again updated and issued without qualification. All Declarations of Conformity issued to date are permanently available on the ThyssenKrupp website. The Code is also implemented at our listed subsidiary Eisen- und Hüttenwerke AG, taking into account the particularities of its membership of the Group. Individual deviations are presented and explained in the company’s Declaration of Conformity of October 01, 2011. Compliance as a management duty of the Executive Board Compliance, in the sense of measures to ensure adherence to statutory requirements and internal company policies and observance of these measures by the Group companies, is a key management duty at ThyssenKrupp. A compliance program focusing on antitrust law and anti-corruption policies was introduced directly after the merger of predecessor companies Thyssen and Krupp in 1999. It has been regularly reviewed and enhanced ever since. In May 2011, in connection with the strategic development of the Group, the Executive Board of ThyssenKrupp AG decided to massively expand the compliance program and increase the number of staff in the compliance unit. The compliance program contains far-reaching measures to ensure adherence to corruption and antitrust regulations and the Group policies based on them.
Page 1: Annual Report 2010/2011 At the cent
Page 4 and 5: Our mission statement We are Thysse
Page 6 and 7: Our capabilities Material We combin
Page 8 and 9: Making tomorrow possible Our engine
Page 10 and 11: Letter to shareholders Dr.-Ing. Hei
Page 12 and 13: Letter to shareholders To assist ou
Page 14 and 15: Contents Our mission statement C2 F
Page 17 and 18: To our shareholders To our sharehol
Page 19 and 20: Solutions for many sectors In the f
Page 21 and 22: To our shareholders 1.1 To our shar
Page 23 and 24: To our shareholders Edwin Eichler a
Page 25 and 26: To our shareholders Wilhelm Segerat
Page 31: To our shareholders 1.2 To our shar
Page 45 and 46: To our shareholders 1.4 1.4 To To o
Page 49 and 50: Management report on the Group Mana
Page 51 and 52: Lightening the load The challenge o
Page 53 and 54: Management report on the Group 2.1
Page 55 and 56: IPO: Sale of a company to investors
Page 83 and 84:
Management report on the Group 2.3
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Management report on the Group 2.5/
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Consolidated fi nancial statements
Page 131 and 132:
Using space better The challenge of
Page 133 and 134:
3.1 Consolidated financial statemen
Page 135 and 136:
Consolidated financial statements 3
Page 137 and 138:
Consolidated financial statements 3
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
Page 165 and 166:
Page 167 and 168:
Page 169 and 170:
Page 171 and 172:
Page 173 and 174:
Page 175 and 176:
Page 177 and 178:
Consolidated financial statements A
Page 179 and 180:
Guarantees include contingent liabi
Page 181 and 182:
22 Financial instruments Consolidat
Page 183 and 184:
Interest rate swaps and cross curre
Page 185 and 186:
Page 187 and 188:
Consolidated financial statements T
Page 189 and 190:
Page 191 and 192:
Page 193 and 194:
million € For the fiscal year end
Page 195 and 196:
The reconciliations of sales, incom
Page 197 and 198:
Page 199 and 200:
Page 201 and 202:
Page 203 and 204:
Page 205 and 206:
Page 207 and 208:
Fully consolidated group companies
Page 209 and 210:
Page 211 and 212:
Page 213 and 214:
Page 215 and 216:
Page 217 and 218:
Page 219 and 220:
Page 221 and 222:
Page 223 and 224:
Equity-stated companies (*=Joint Ve
Page 225 and 226:
Other associated affiliates (*=Join
Page 227 and 228:
Auditors’ Auditor’ report Repor
Page 229 and 230:
Additional information How have Thy
Page 231 and 232:
Making things more effi ciently The
Page 233 and 234:
4.1 Additional information Multi-ye
Page 235 and 236:
4.2 Additional information Other di
Page 237 and 238:
4.3 Additional information Other di
Page 239 and 240:
4.5 Additional information Index 4.
Page 241 and 242:
4.6 Additional information List of
Page 243 and 244:
4.8 Additional information Contact
show all

Engineering

Create successful ePaper yourself

Delete template?

Save as template?