PDF (10.9MB) - ThyssenKrupp AG

1.3 To our shareholders Corporate governance report report
Supervisory Board compensation is is
regulated by the Company’s Articles of of
Association.
The discount share purchase and MTI programs described will be replaced by the LTI in the future. The LTI
employs a system comparable with the MTI. Under the LTI, too, stock rights are issued and their
performance measured over a three-year period on the basis of TKVA; on expiration of the plan participants
receive a cash payout equivalent to the value of the stock rights. The plan differs from the MTI in that the key
data have been changed and the group of participants significantly expanded. In fiscal year 2010/2011 the
LTI was awarded to only a few selected executives, the program has not yet been fully implemented. The
resultant expenses amounted to €6.0 million.
In addition it was decided to modify the structure of the variable compensation component for further
selected executives in such a way that 20% of the bonus awarded for each fiscal year must now be
converted into ThyssenKrupp AG stock rights and is only paid out in cash after the expiration of three fiscal
years on the basis of the average ThyssenKrupp share price in the 4th quarter of the 3rd fiscal year. This will
be implemented for the first time for the 2010/2011 fiscal year.
Appropriate Supervisory Board compensation
The compensation of the Supervisory Board, which is based on the duties and responsibility of the
Supervisory Board members and on the business situation and performance of the Group, is regulated in
§14 of the Articles of Association of ThyssenKrupp AG.
In addition to reimbursement of their expenses and a meeting attendance fee of €500, Supervisory Board
members receive compensation comprising three elements: fixed compensation of €50,000 and two
performance-related elements. The first is a performance bonus of €300 for each €0.01 by which the
dividend paid out to shareholders for the past fiscal year exceeds €0.10 per share. On top of this there is a
component based on the long-term performance of the Company in the form of an annual compensation of
€2,000 for each €100 million by which average earnings before taxes (EBT) in the last three fiscal years
exceed €1 billion.
The Chairman receives three times the above fixed compensation, performance bonus and long-term
performance-based component, and the Vice Chairman double these amounts. In accordance with the
German Corporate Governance Code, chairmanship and membership of the Supervisory Board committees
are compensated separately. Supervisory Board members who only serve on the Supervisory Board for part
of the fiscal year receive a proportionally reduced compensation amount. If a Supervisory Board member
does not attend a meeting of the full Supervisory Board or a committee meeting, his/her compensation is
reduced proportionally.
On the basis of the proposed dividend, members of the Supervisory Board will receive total compensation,
including meeting attendance fees, for the reporting year of €1.8 million (prior year: €1.8 million). The
individual members will receive the amounts listed in the following table. As the average EBT of the last
three fiscal years is below the threshold of €1 billion – as in the previous year – no payment will be made
from the long-term compensation component for fiscal year 2010/2011.
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