Financial Statements and Management Report - Thyssenkrupp

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