Implementation of the suggestions
ThyssenKrupp has complied with the German Corporate Governance Code's recommendations for many years. The Executive Board and Supervisory Board deal intensively with compliance with the provisions of the Code on a regular basis. On the basis of these discussions, the Executive Board and Supervisory Board issued a declaration of conformity in accordance with Art. 161 Stock Corporation Act (AktG) at October 01, 2011, according to which ThyssenKrupp AG complies with all recommendations of the German Corporate Governance Code as amended on May 26, 2010.
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 complies with all the suggestions. Details are set out in the following chart:
| Code section | Suggestions of the German Corporate Governance Code | complied with |
|---|---|---|
| 2.2.1 par. 2 sentence 2 |
It (the General Meeting) can resolve on the authorization of the remuneration system for the members of the Executive Board. | yes |
| 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 report in annual report] can also be provided on the Code's suggestions. | yes |
| 5.1.2 par. 1 sentence 4 |
The Supervisory Board can delegate preparations for the appointment of members of the Executive Board, as well as for the handling of the conditions of the employment contracts including compensation, to committees. | 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 |
| 5.2.2 par. 2 |
He [the Supervisory Board Chairman] should not be Chairman of the Audit Committee. | yes |
| 5.3.2 sentence 3 |
He [the Chairman of the Audit Committee] should be independent and not be a former member of the Management Board of the company whose appointment ended less than two years ago. | 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 par. 2 sentence 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 sentence 3 |
Publications [by the company] should also be in English. | yes |
