Implementation of the suggestions
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). 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. 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 today meets all the suggestions with one exception. Details are set out in the following chart:
| Code section | Suggestions of the German Corporate Governance Code | complied with |
|---|---|---|
| * There are currently no plans to introduce different periods of office for the Supervisory Board members. ** The first Annual General Meeting to be held subject to this section took place on January 19, 2007. |
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| 2.2.4 | The chair of the meeting provides for the expedient running of the General Meeting. In this, the chair should be guided by the fact that an ordinary general meeting is completed after 4 to 6 hours at the latest. | yes** |
| 2.3.3 | ...; this [representative to exercise shareholders' voting rights in accordance with instructions] should also be reachable during the General Meeting. | yes |
| 2.3.4 | The company should make it possible for shareholders to follow the General Meeting using modern communication media (e.g. internet). | yes |
| 3.6 par. 1 |
In Supervisory Boards with codetermination, representatives of the shareholders and of the employees should prepare the Supervisory Board meetings separately, possibly with members of the Executive Board. | yes |
| 3.6 par. 2 |
If necessary, the Supervisory Board should meet without the Executive Board. | yes |
| 3.7 par. 3 |
In appropriate cases the Executive Board should convene an extraordinary General Meeting at which shareholders discuss the takeover offer and may decide on corporate actions. | yes |
| 3.10 | Comments [corporate governance disclosures in annual report] can also be provided on the Code's suggestions. | yes |
| 4.2.3 par. 2 |
Variable compensation [of the Executive Board members] should include one-time and annually-payable components linked to the business performance as well as long-term incentives containing risk elements. | yes |
| 4.2.3 par. 4 |
In concluding Executive Board contracts, care should be taken to ensure that payments made to a Executive Board member on premature termination of his contract without serious cause do not exceed the value of two years’ compensation (severance payment cap) and compensate no more than the remaining term of the contract. The severance payment cap should be calculated on the basis of the total compensation for the past full financial year and if appropriate also the expected total compensation for the current financial year. | yes |
| 4.2.3 par. 5 |
Payments promised in the event of premature termination of a Executive Board member’s contract due to a change of control should not exceed 150% of the severance payment cap. | yes |
| 5.1.2 par. 1 |
The Supervisiory Board can delegate preperations for the appointment of members of the Management Board to a committee, which also determines the conditions of the employment contracts including compensation. | yes |
| 5.1.2 par. 2 |
For first time appointments [of Executive Board members] the maximum possible appointment period of five years should not be the rule. | yes |
| 5.2 par. 2 |
He [the Supervisory Board Chairman] should not be Chairman of the Audit Committee. | yes |
| 5.3.2 | He [the Chairman of the Audit Committee] should not be a former member of the Executive Board of the company. | yes |
| 5.3.4 | The Supervisory Board can delegate other subjects to be handled by one or several committees. These subjects include the strategy of the enterprise, the compensation of the members of the Executive Board, investments and financing. | yes |
| 5.3.5 | The Supervisory Board can arrange for committees to prepare Supervisory Board meetings and to take decisions in place of the Supervisory Board. | yes |
| 5.4.6 | The election or re-election of members of the Supervisory Board at different dates and for different periods of office enables changing requirements to be taken into account. | no* |
| 5.4.7 par. 2 |
Performance-related compensation [of the Supervisory Board members] should also contain components based on the long-term performance of the enterprise. | yes |
| 6.8 | Publications [by the company] should also be in English. | yes |