FAQ on Corporate Governance

What does corporate governance mean?

The term Corporate Governance stands for responsible corporate management and control geared to long-term value creation. Efficient cooperation between Executive Board and Supervisory Board, respect for stockholder interests, openness and transparency of corporate communications are key aspects of good corporate governance.

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How is the subject of corporate governance treated at ThyssenKrupp?

Good corporate governance is a high priority for ThyssenKrupp. We believe that good corporate governance is an important basis for the success of the company. For us, corporate governance is a standard which embraces all areas of the company. We want to honor and maintain the trust placed in us by investors, financial markets, business partners, employees and the general public and to continuously improve corporate governance in the Group.

The Executive Board and Supervisory Board work closely together for the good of the Company. They regard it as their duty to secure the Company's continued existence and sustainable value creation through responsible corporate governance focused on the long term. An intensive, continuous dialogue between the two boards is the basis for efficient corporate management. We have enhanced and intensified this dialogue step by step and in accordance with national and international standards.

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What is ThyssenKrupp's opinion of the German Corporate Governance Code?

ThyssenKrupp has always been guided by internationally and nationally recognized standards of good and responsible corporate management. ThyssenKrupp AG complies with all the recommendations and suggestions of the German Corporate Governance Code as amended on June 18, 2009.

On April 30, 2003 the Executive Board and Supervisory Board of ThyssenKrupp AG declared and subsequently disclosed the company’s full compliance with the recommendations of the Government Commission on the German Corporate Governance Code in accordance with Art. 161 Stock Corporation Act (AktG) for the first time. Full compliance with the Code’s recommendations also includes the amendments to the Code resolved by the Government Commission on the German Corporate Governance Code on June 18, 2009. An updated, full declaration of conformity was issued on October 1, 2009.

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Is ThyssenKrupp planning to introduce its own corporate code?

ThyssenKrupp does not intend to draw up its own corporate code as there are no sector- or company-specific factors requiring this.

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How high is Executive Board compensation at ThyssenKrupp?

The overall compensation paid to Executive Board members consists of a number of compensation components. Executive Board compensation comprises non-performance-related and performance-related components. The non-performance-related components consist of a fixed allowance and additional benefits and pension plans, while the performance-related components are divided into bonus and long-term incentive components. Compensation is based in particular on the duties of the individual Executive Board member, his/her personal performance, the business situation, success and prospects of the Company as well as the prevailing level of compensation at peer companies and the compensation structure applying elsewhere in the Company. The compensation of individual Executive Board members is determined by the full Supervisory Board following preparation by the Supervisory Board Personnel Committee. The compensation system for the Executive Board was resolved and is reviewed at regular intervals by the Supervisory Board.

For more details, please turn to the Compensation Report Page.

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How high is Supervisory Board compensation at ThyssenKrupp?

The compensation of the Supervisory Board is regulated in Art. 14 of the Articles of Association of ThyssenKrupp AG. It is based on the duties and responsibilities of the Supervisory Board members and on the performance of the Group.

For more details, please turn to the Compensation Report Page.

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Has ThyssenKrupp issued a declaration of conformity?

Under Art. 161 German Stock Corporation Act (AktG), the executive and supervisory boards of exchange-listed German stock corporations are obligated to declare once a year whether the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette have been and are being complied with or which of the Code's recommendations have not been and are not being applied and why. On October 1, 2002 the Executive Board and Supervisory Board of ThyssenKrupp AG issued the first Declaration of Conformity in accordance with Art. 161 AktG. As of April 30, 2003 the Executive Board and the Supervisory Board have declared for the first time the company's full compliance with all recommendations of the Code. Even taking into account the amendments to the Code resolved by the Government Commission on the German Corporate Governance Code on June 18, 2009, ThyssenKrupp AG complies with all of the Code's recommendations. For this reason, the Executive Board and Supervisory Board of ThyssenKrupp AG again issued an unqualified declaration of conformity on October 1, 2009.
The current declaration of conformity and those of previous years can be found in the Corporate Governance section.

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Does reporting at ThyssenKrupp comply with section 3.10 of the German Corporate Governance Code?

The Executive Board – also on behalf of the Supervisory Board – reports annually on corporate governance at ThyssenKrupp in accordance with section 3.10 of the German Corporate Governance Code in the Corporate Governance Report, which is part of the Annual Report.
For more details, please go to the Corporate Governance section and the full Corporate Governance Report including the Compensation Report.

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How are the suggestions of the German Corporate Governance Code being implemented at ThyssenKrupp?

In addition to the recommendations, the Code contains a number of suggestions for good and responsible corporate governance, compliance with which is not required to be disclosed by law. ThyssenKrupp also meets the Code’s suggestions.

Detailed information on the Implementation of the suggestions is included in the section on Corporate Governance.

How important is compliance at ThyssenKrupp?

Compliance in the meaning of measures to ensure compliance with the law, statutes and company-internal policies and observance thereof by subsidiaries is a key management task at ThyssenKrupp. A compliance program was launched immediately after the merger of the predecessor groups, Thyssen and Krupp, back in 1999. Since then, it has been reviewed and updated where necessary on a regular basis. Groupwide compliance activities focus on the areas of antitrust law and combating corruption.
The Executive Board of ThyssenKrupp AG unequivocally expressed its stance against antitrust infringements and corruption in the ThyssenKrupp Compliance Commitment. Antitrust violations or infringements against regulations on combating corruption will not be tolerated and will result in sanctions against the persons concerned. All employees are requested to contribute actively in their areas of responsibility in implementing the ThyssenKrupp Compliance Program. The Compliance Commitment is supplemented by various Group policies and information publications, in which the underlying legal provisions are explained in more detail and concretized.

For more details, please turn to the Corporate Governance Report (part of the Annual Report) under Compliance.