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.

top

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 and which we want to develop continuously in the Group.

The Executive Board and Supervisory Board work closely together for the good of the Company. Their common objective is the sustainable enhancement of company value. 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.

top

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. The Company complies with all the recommendations of the German Corporate Governance Code as amended on June 14, 2007 and follows the Code’s suggestions with only one exception.

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 14, 2007. An updated, full declaration of compliance was issued on October 1, 2007.

top

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.

top

How high is Executive Board compensation at ThyssenKrupp?

The overall compensation paid to Executive Board members consists of a number of compensation components. These are fixed compensation, a bonus, a long-term incentive component as well as additional benefits and pension plans. The structure of the compensation system for the Executive Board is discussed and regularly reviewed by the Supervisory Board at the proposal of the Personnel Committee. Determining the compensation of individual Executive Board members is the duty of the Personnel Committee, which decides on appropriate compensation.
Compensation is based in particular on the duties of the individual Executive Board member, his/her personal performance and that of the Executive Board as well as on the business situation, success and prospects of the Company relative to its competitive environment.

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

top

How high is Supervisory Board compensation at ThyssenKrupp?

The compensation of the Supervisory Board is determined by the Annual General Meeting and is regulated in Art. 14 of the Articles of Association. 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.

top

Has ThyssenKrupp issued a declaration of compliance?

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 are not being applied. 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.
Even taking into account the amendments to the Code resolved by the Government Commission on the German Corporate Governance Code on June 14, 2007, ThyssenKrupp AG complies with all of the Code's recommendations.
For this reason, the Executive Board and Supervisory Board of ThyssenKrupp AG issued an unqualified declaration of compliance on October 1, 2007. The current declaration of compliance and those of previous years can be found in the Corporate Governance section.

top

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.

top

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 with one exception. This also applies for the new regulations on the so-called severance payment cap added to the Code on June 14, 2007. ThyssenKrupp will take these suggestions into account when concluding and extending Executive Board contracts. Only the suggestion in section 5.4.6 of the Code concerning the election or re-election of members of the Supervisory Board at different dates and for different periods of office remains unimplemented. With respect to the continuity of Supervisory Board work, we continue to believe it expedient to retain a standardized period of office, in particular for the stockholder representatives.

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 is a key management task at ThyssenKrupp. A compliance program was launched directly after the merger of Thyssen and Krupp in 1999. It has been reviewed and updated where necessary on a regular basis ever since. Groupwide compliance activities focus on the areas of antitrust law and combating corruption. The Executive Board of ThyssenKrupp AG again unequivocally expressed its stance against antitrust infringements and corruption in April 2007 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 documents explaining in more detail and concretizing the underlying legal provisions. For more details, please turn to the Corporate Governance report (part of the Annual Report) under Compliance.