PDF (10.9MB) - ThyssenKrupp AG

To our shareholders
1.2 To our shareholders Report by the Supervisory Board
Pages 29 29–40
- 40
The Supervisory Board examined and and
approved the 2010/2011 parent-company
and consolidated financial statements.
26 | 27
Corporate governance and Declaration of Conformity
The Supervisory Board monitors on an ongoing basis the implementation of the provisions of the German
Corporate Governance Code and the development of corporate governance standards. The Executive Board
– also on behalf of the Supervisory Board – reports on corporate governance at ThyssenKrupp in the
corporate governance report in accordance with section 3.10 of the German Corporate Governance Code.
The Executive Board and Supervisory Board issued an updated Declaration of Conformity in accordance with
§ 161 subs. 1 of the German Stock Corporation Act (AktG) on January 21, 2011 and again at October 01,
2011; both are permanently available to shareholders on the Company website. ThyssenKrupp AG complies
with all the current recommendations of the Government Commission on the German Corporate Governance
Code, and also follows all the Code’s suggestions.
Audit of the parent-company and consolidated financial statements
KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, audited the parent-company financial statements for the
fiscal year October 01, 2010 to September 30, 2011 prepared by the Executive Board in accordance with
HGB (German GAAP) rules, and the management report of ThyssenKrupp AG. The auditors issued an
unqualified audit opinion. In accordance with § 315 a HGB, the consolidated financial statements of
ThyssenKrupp AG for the fiscal year from October 01, 2010 to September 30, 2011 and the management
report on the Group were prepared on the basis of International Financial Reporting Standards (IFRS) as
applicable in the European Union. The consolidated financial statements and the management report on the
Group were also given an unqualified audit opinion. The auditors also confirmed that the Executive Board
has installed an appropriate reporting and monitoring system which is suitable in its design and handling to
identify at an early stage developments which could place the continued existence of the Company at risk.
The Audit Committee and the auditors had selected the following focus themes for the reporting year:
“Review of the functioning of the internal control systems at ThyssenKrupp CSA in the area of accounting,
focusing in particular on the operating accounting and cost accounting processes”. The final documents and
audit reports were discussed at length in the Audit Committee meeting on December 01, 2011 and the
meeting of the Supervisory Board on December 02, 2011. A central reporting item concerned the
impairment losses in the Steel Americas and Stainless Global business areas, the causes and effects of
which we discussed in detail in the full Supervisory Board meeting. The auditors reported on the main
results of their review, addressing in particular the impairment losses in the Steel Americas and Stainless
Global business areas. They also outlined their findings on the internal control and risk management
systems in relation to the accounting process; they were also available to answer questions and provide
supplementary information. The Chairman of the Audit Committee reported in depth at the full Supervisory
Board meeting on the Audit Committee’s examination of the parent-company and consolidated financial
statements. Following our own examination and discussion of the parent-company financial statements, the
consolidated financial statements, the management report and the management report on the Group, we
accepted the result of the audit and approved the parent-company and consolidated financial statements.
The parent-company financial statements are thus adopted. On the basis of our own examination and after
weighing all the arguments, we concurred with the Executive Board’s proposal for the appropriation of net
income aimed at maintaining the dividend continuity practiced in previous years. We regard the proposed
dividend as appropriate.