Financial Statements and Management Report - Thyssenkrupp
Financial Statements and Management Report - Thyssenkrupp
Financial Statements and Management Report - Thyssenkrupp
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2.3 <strong>Financial</strong> statements Notes<br />
21 Auditors’ fees<br />
For the services of the auditors KPMG AG Wirtschaftsprüfungsgesellschaft,<br />
Berlin, in the 2010/2011 fiscal year <strong>and</strong> the<br />
previous period, the following fees were stated as expenses:<br />
million €<br />
2009/2010 2010/2011<br />
Audit of financial statements 1 2<br />
Other audit-related services 1 1<br />
Tax consultancy services 0 0<br />
Other services 0 0<br />
Total 2 3<br />
The auditors’ fees include above all the fee for the audit of the parentcompany<br />
financial statements <strong>and</strong> consolidated financial statements<br />
(€2 million) including management reports of ThyssenKrupp AG plus<br />
one focus theme.<br />
The fees for other audit-related services relate mainly to the auditors’<br />
review of the interim financial reports.<br />
22 Supervisory Board <strong>and</strong> Executive Board compensation<br />
Total compensation to the members of the Executive Board in the<br />
meaning of § 285 no. 9a, sentences 1-4 HGB for the 2010/2011 fiscal<br />
year amounts to €13.8 million (prior year €12.3 million). Alongside<br />
fixed salaries <strong>and</strong> benefits, this includes performance bonuses <strong>and</strong><br />
other bonuses in some cases with long-term performance-related<br />
components. For stock-based options (LTI) 123,307 stock rights <strong>and</strong><br />
for bonus <strong>and</strong> performance bonus components converted into stock<br />
rights 80,910 stock rights were issued in the past fiscal year. At grant<br />
date the fair value of these stock rights was €5 million.<br />
Total compensation to former members of the executive boards of<br />
Thyssen AG <strong>and</strong> Fried. Krupp AG Hoesch-Krupp <strong>and</strong> their surviving<br />
dependants amounts to €12 million (prior year €12 million).<br />
Pension obligations to former members of the Executive Board <strong>and</strong><br />
their survivors are recognized in the amount of €174 million (prior year<br />
€145 million).<br />
For the 2010/2011 fiscal year, compensation to the members of the<br />
Supervisory Board on the basis of the proposed dividend of €0.45 per<br />
share including attendance fees amounts to €2 million (prior year €2<br />
million).<br />
For more information, please refer to the compensation report in the<br />
management report of ThyssenKrupp AG.<br />
Declaration of conformity<br />
23 German Corporate Governance Code<br />
In the reporting year the Executive Board <strong>and</strong> Supervisory Board of<br />
ThyssenKrupp AG again dealt intensively with the requirements of the<br />
German Corporate Governance Code as amended on May 26, 2010.<br />
Up to the Annual General Meeting on January 21, 2001 ThyssenKrupp<br />
AG did not fully comply with the recommendation in section 5.4.5 of<br />
the German Corporate Governance Code that an executive board<br />
member should not hold more than three supervisory board seats in<br />
external listed companies or in the supervisory bodies of non-listed<br />
companies subject to comparable requirements. On Prof. Dr. Schulz’s<br />
retirement from the Executive Board of ThyssenKrupp AG at the close<br />
of the Annual General Meeting, the Code’s recommendations were<br />
again complied with in full. After the Annual General Meeting on<br />
January 21, 2011 the Supervisory Board <strong>and</strong> Executive Board<br />
therefore issued an updated, unqualified Declaration of Conformity. At<br />
October 01, 2011 the Declaration of Conformity was again updated<br />
<strong>and</strong> issued without qualification. All Declarations of Conformity issued<br />
to date are permanently available on the ThyssenKrupp website.<br />
24 Proposed profit appropriation<br />
At September 30, 2011 ThyssenKrupp AG reports a net income of<br />
€494 million (prior year net income €800 million). Taking into account<br />
the profit carried forward from the previous year of €23 million,<br />
unappropriated net income amounts to €517 million.<br />
The distribution of a dividend of €0.45 per share from net income for<br />
the fiscal year is to be proposed to the shareholders.<br />
The Executive Board <strong>and</strong> Supervisory Board therefore propose to the<br />
Annual General Meeting to appropriate the net income from fiscal<br />
2010/2011 in the amount of €516,521,414.07 as follows:<br />
- Payment of a dividend of €0.45<br />
per eligible share: €231,520,069.80<br />
- Amount to be carried forward €285,001,344.27<br />
43