Engineering

1.3 To our shareholders shareholders Corporate governance report
Zero tolerance of of antitrust violations and and
corruption is is the core of of our our Compliance
Commitment.
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The Executive Board of ThyssenKrupp AG has unequivocally expressed its rejection of antitrust violations
and corruption in the ThyssenKrupp Compliance Commitment. Antitrust violations and corruption are not
tolerated in any way and result in sanctions against the employees concerned. All employees are requested
to cooperate actively in their areas of responsibility in implementing the compliance program. The
Compliance Commitment is supplemented by various Group policy statements and publications. In these,
the underlying statutory requirements are explained in more detail. The key messages of our compliance
policies and guidance notes are summarized in a Compliance Code of Conduct.
A compliance unit has been set up to develop, manage and implement the program. For example, full-time
compliance officers inform employees about the relevant statutory provisions and internal policies in regular
training sessions. They are also available to answer individual questions. As an additional compliance
element, ThyssenKrupp has introduced a whistleblower hotline. It is run for us by an external law firm. The
whistleblower hotline is available to employees of the Group and third parties to report possible
infringements of laws or policies at Group companies. Here too the focus is on antitrust and anti-corruption
compliance. The hotline can be contacted from anywhere in the world and is toll-free.
In May 2011 the Bochum public prosecutor’s office and the Federal Cartel Office instigated investigations
into antitrust violations in connection with the so-called “rail cartel”. The matter involves allegations of anticompetitive
agreements in sections of the rail business in Germany. Within the ThyssenKrupp Group, the
investigations concern ThyssenKrupp GfT Gleistechnik GmbH and several employees. More information is
provided in the risk report in the section “Expected developments and associated opportunities and risks” .
Objectives of the Supervisory Board with regard to the composition of corporate bodies
In appointing Executive Board members and determining the composition of the Supervisory Board, the
Executive Committee, Nomination Committee and Supervisory Board of ThyssenKrupp AG aim to maintain a
balanced mix of specialist qualifications and also take into account the criterion of diversity. On September
03, 2010 concrete objectives were established for the future composition of the Supervisory Board. These
objectives were published in the corporate governance report in the 2009/2010 Annual Report, which is
accessible on the internet at www.thyssenkrupp.com/financial-reports/09_10/en/governance.html. These
objectives are not limited to the issue of female representation but reflect further criteria to ensure the
heterogeneous composition of the Supervisory Board – including an international background, suitable
specialist knowledge, technical expertise, knowledge of the Company and not least independence. The
Supervisory Board’s proposals for the election of Supervisory Board members should continue to be based
on the welfare of the Company while giving consideration to these objectives.
This was also the basis on which the election proposal submitted to the Annual General Meeting on January
21, 2011 was prepared. The Nomination Committee and the full Supervisory Board discussed and
subsequently adopted the proposal of the Alfried Krupp von Bohlen und Halbach Foundation to elect Prof.
Dr.-Ing. Schulz to the Supervisory Board as a shareholder representative. Both bodies consider the election
of Prof. Dr.-Ing. Schulz appropriate in particular in view of his knowledge of the Company and his technical
expertise.
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