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1.3 To our shareholders Corporate governance report report Pages 108–119 Pages 108-119 Accounting at ThyssenKrupp is is based on on the the International Financial Reporting Standards (IFRS). All documents and information on the Annual General Meeting are made available to shareholders in good time on our website. In addition, questions can be addressed to members of our investor relations department via an infoline or e-mail. Appropriate control and risk management system For us, the continuous and systematic management of business opportunities and risks is fundamental to professional corporate governance. It helps ensure that risks are identified and evaluated early and appropriately managed. The Executive Board reports regularly to the Supervisory Board about the status of material Group risks. The Supervisory Board Audit Committee regularly concerns itself with monitoring of the accounting process, the effectiveness of the internal control, risk management and auditing systems as well as monitoring of the financial statement audit. The individual systems are continuously enhanced and adapted to changing conditions throughout the Group. Key features of our control and risk management systems can be found in the section “Expected developments and associated opportunities and risks”. Transparent governance through extensive information Our dialogue with the capital market is aimed at informing all target groups fully, equally and quickly. Shareholders and potential investors can find out about the latest developments in the Group at any time on our website, where all press releases and stock exchange (ad hoc) announcements of ThyssenKrupp AG are published in German and English. The Company’s Articles of Association and the rules of procedure for the Executive Board, Supervisory Board and the Audit Committee can also be viewed on the website, as can the consolidated financial statements, interim reports and information on implementation of the recommendations and suggestions of the German Corporate Governance Code. All interested parties can subscribe to an electronic newsletter on the website which reports news from the Group. Our investor relations work keeps us in close touch with our shareholders and potential investors. For example we hold regular meetings with analysts and institutional investors. The venues and dates of roadshows and investors’ conferences are posted on our website. An intensive dialogue also takes place at analysts’ and investors’ conferences and in regular and ad hoc conference calls. All presentations for these events are freely accessible on the website, which also offers video or audio recordings of the main events. We provide information on recurring dates, such as the date of the Annual General Meeting or the publication dates of interim reports, in a financial calendar published in the annual report, the interim reports and on the Company’s website. Accounting and financial statement auditing by KPMG In line with European Union requirements, the consolidated financial statements and interim reports of ThyssenKrupp are prepared in accordance with the International Financial Reporting Standards (IFRS). The statutory parent-company financial statements of ThyssenKrupp AG, on which the dividend payment is based, are drawn up in accordance with German GAAP (HGB). For the reporting period we again agreed with 32
To our shareholders 1.3 To our shareholders Corporate governance report www.thyssenkrupp.com Page 120 Executive Board member contracts at at ThyssenKrupp do do not not contain a a change-of-control clause. 32 | 33 the financial-statement auditors, KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, that the chairman of the Audit Committee would be informed immediately of any possible grounds for exclusion or bias arising during the audit insofar as they are not immediately eliminated, and that the auditors would report immediately on any findings or occurrences during the audit which have a significant bearing on the duties of the Supervisory Board. It was also agreed that the auditors would inform the Supervisory Board or make a note in the audit report of any facts ascertained during their examination that conflict with the Declaration of Conformity issued. Corporate governance declaration The corporate governance declaration in accordance with § 289a German GAAP (HGB) is presented on our website at www.thyssenkrupp.com/en/investor/unternehmensfuehrung.html. It contains a description of how the Executive Board and Supervisory Board operate, the declaration of conformity in accordance with § 161 Stock Corporation Act (AktG), and details of key governance practices. Compensation report The following compensation report forms part of the management report. Performance-based compensation for the Executive Board According to the Act on the Appropriateness of Management Board Remuneration (VorstAG) and a corresponding provision in the rules of procedure for the Supervisory Board, the full Supervisory Board is responsible for determining individual Executive Board compensation following preparation by the Personnel Committee. The compensation system was approved by the Annual General Meeting on January 21, 2011 with a majority of 94.91% of the capital represented. The compensation for the Executive Board members comprises non-performance-related and performancerelated components. The non-performance-related components are the fixed compensation, additional benefits and pension plans, while the performance-related components are the performance bonus and the LTI as a component with a long-term incentive effect. On top of this there is an additional bonus representing a cash flow-based management incentive, on the award of which the Supervisory Board makes a new decision each year. Criteria for the appropriateness of Executive Board compensation include the duties of the individual Executive Board members, their personal performance, the business situation, the success and prospects of the Company and also the prevailing level of compensation at peer companies and the compensation structure applying in the Company. The performance-related components contain elements that are measured over several years. They therefore set long-term incentives and focus the compensation structure on the sustainable development of the Company. Executive Board member contracts concluded since the start of fiscal year 2008/2009 provide for a severance payment in the event of early termination without cause. The severance payment is limited to a maximum of two years’ compensation including benefits (severance payment cap) and compensates no more than the remaining term of the employment agreement. A promise of payments in the event of early termination due to a change of control does not exist.
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