Engineering

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.
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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.