Corporate Governance

The Executive Board and the Supervisory Board of Salzgitter AG give high priority to good, responsible management and control geared to creating sustainable value added for the company. The two executive bodies have worked closely together to develop the existing structures and mechanisms of corporate governance throughout the entire Group and to adjust them to new requirements.

The respective provisions prevailing under the German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code form the basis for corporate governance as practiced in Salzgitter AG. Specifically, these were the following:

• the rights of the shareholders and the general meetings of shareholders,
• cooperation between the Executive Board and the Supervisory Board,
• the tasks and remuneration of the Executive Board,
• the tasks and remuneration of the Supervisory Board,
• conflicts of interest of Executive and Supervisory board members,
• the transparency of the company and
• the accounting and auditing of the financial statements.

More about the recommendations can be read online under www.corporate-governance-code.com.

On December 16, 2010, the Executive Board and Supervisory Board of Salzgitter AG submitted the following declaration on the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG):

“All recommendations of the ‘German Commission of the German Corporate Governance Code’ (GCGC) published by the German Ministry of Justice in the official part of the electronic German Federal Gazette (Bundesanzeiger) have been complied with at Salzgitter AG with the exception of Code Item 5.4.1 GCGC, a recommendation that was newly added in 2010 relating to specifying concrete objectives regarding the composition of the Supervisory Board. When making election proposals to the General Meeting of Shareholders for the election of shareholder representatives for the Supervisory Board, and for the election of the further member, the Supervisory Board complies with all statutory regulations and all of the Code’s recommendations relating to personal requirements for supervisory board members. The focus in this context is on potential male and female candidates’ specialist and personal expertise, taking into account the specifics of the enterprise so that the members of the Supervisory Board as a group possess the knowledge, ability and expert experience to properly complete its tasks if the proposed candidates are elected. When assessing expertise, the Supervisory Board also takes into account the company’s international activities, potential conflicts of interest, the fixed age limit for supervisory board members and diversity. In doing so, it does not currently regard the specifying of concrete objectives as necessary.”

Beyond the recommendations laid down in the Code, employees of the company developed a set of corporate guidelines, our Corporate Mission, back in 2001 determining ethical standards for the entire Group which were subsequently approved by the Executive Board. These corporate guidelines also set standards for the company and its employees, formulated under the five bywords of “Partners, Products, Processes, Personnel, Profit”.

You can view the Corporate Mission on the website of our company under www.salzgitter-ag.de/en/ Konzern/Leitbild_5P.

In the financial year 2010, the shareholders and the Executive and Supervisory boards were involved in the management and control of Salzgitter AG in following key areas: