Investor Dialogue on Corporate Governance Ticker: TKA (Share) TKAMY (ADR) Prof. Dr.-Ing. Siegfried Russwurm - Chairman of the Supervisory Board | April 2020
Content 1 • newtk – the new thyssenkrupp 03-04 2 Supervisory Board and Committee work 05-15 3 Considerations for AGM proposals 16-19 thyssenkrupp 2 | April 2020
thyssenkrupp Group 1 Sales € 42.0 bn; EBIT adj. €802 mn Automotive Industrial Elevator €5.4 bn €2.5 bn €8.0 bn Technology (AT) Components (IC) Technology (ET) €(22) mn €230 mn €907 mn • Chassis/ powertrain • Bearings • Elevators, escalators, components moving walks • Undercarriages • Production lines: auto/ • Passenger boarding bridges • Crankshafts aerospace Signing of full sale with consortium led by Advent, Cinven and RAG foundation on February 27 th , 2020 Materials Steel Plant Marine €2.9 bn €1.8 bn €13.9 bn €9.1 bn Technology (PT) Systems (MS) Services (MX) Europe (SE) €(145) mn €1 mn €107 mn €31 mn • Chemical plants • Industrial materials distribution • Premium flat carbon steel • Submarines 2 • Cement plants; • Raw materials trading • Naval surface vessels minerals/ mining • Naval electronic systems • Logistics; SCM equipment • Stainless steel production (AST) 1. All figures related to FY 2018/19; AT, IC and PT on pro-forma basis l 2. Non-nuclear thyssenkrupp 3 | April 2020
newtk – concept for performance and value PERFORMANCE FIRST – FLEXIBLE PORTFOLIO – EFFICIENT ORGANIZATION Corporate Material Automotive Industry businesses business businesses Elevator Materials Services Automotive Technology Industrial Components Technology Steel Europe Marine Systems Signing of full sale with consortium led Plant Technology by Advent, Cinven and RAG foundation on February 27 th , 2020 Value-driven exploitation Value realization and of consolidation Value-driven development incl. best owner solution crystallization opportunities thyssenkrupp 4 | April 2020
thyssenkrupp Supervisory Board – Priorities “Advance tk’s transformation to a performance - driven and agile organisation with clear accountability at all management positions and with higher speed and quality in decision making.” Prof. Dr.-Ing. Siegfried Russwurm Chairman of the Supervisory Board thyssenkrupp AG thyssenkrupp 5 | April 2020
thyssenkrupp Supervisory Board – Shareholder Representatives Dr. Birgit A. Behrendt Wolfgang Colberg Prof. Dr.-Ing. Born 1959, German Born 1959, German Siegfried Russwurm Member since 2020 Member since 2018 Non-Executive Director and Multiple Director and Mgmt. Chairman Senior Advisor Consultant Born 1963, German Prof. Dr. Dr. h.c. Member since 2019 Ursula Gather Angelika Gifford Independent Business Born 1953, German Born 1965, German Member 1 since 2018 Consultant Member since 2019 Rector Technical University, VP Central Europe, Facebook Dortmund Dr. Dr. Friederike Helfer Bernhard Günther Ingrid Hengster Born 1976, Austrian Born 1967, German Born 1961, Austrian Member since 2020 Member since 2020 Member since 2015 Partner at Cevian Capital CFO and CHRO innogy, Executive Board of KfW Essen Bankengruppe Dr. Dr. Ingo Luge Lothar Steinebach Born 1957, German Born 1948, German Member 1 since 2013 Member since 2019 Former CEO E.ON Former CFO Henkel Deutschland, E.ON SE 1. Designated by the Alfried Krupp von Bohlen und Halbach Foundation (AKBH) thyssenkrupp 6 | April 2020
thyssenkrupp Supervisory Board – Employee Representatives Susanne Herberger Achim Hass Jürgen Kerner Born 1964, German Born 1965, German Vice Chairman Member since 2009 Member since 2017 Born 1969, German Engineer (FH) – IT Power electronics technician Member since 2020 Dr. Member of the Executive Committee and Treasurer Tanja Jacquemin Norbert Kluge of IG Metall Born 1972, German Born 1955, German Information system Member since 2016 Member since 2014 engineer Business Graduate (Diplom- Social Sciences Graduate Kauffrau) (Diplom-Sozialwirt) Barbara Kremser-Bruttel Dirk Sievers Peter Remmler Born 1960, German Born 1971, German Born 1958, German Member since 2019 Member since 2018 Member since 2009 Office clerk Industrial mechanic Wholesale and export trader Isolde Würz Friedrich Weber Born 1959, German Born 1954, German Member since 2015 Member since 2013 Attorney Machine setter thyssenkrupp 7 | April 2020
thyssenkrupp Supervisory Board – Shareholder Representatives 20 Board members Gender 10 Female Shareholder Representatives Male 50% 50% Board tenure in years Age 65+ 9 20% 1 0 <65 1 - 5 6 - 10 > 10 80% years years years No. of mandates Nationality Non-German 5 20% 3 2 German 0-1 other 2 other > 2 other 80% company companies companies thyssenkrupp 8 | April 2020
Terms of Supervisory Board Shareholder Representatives 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Siegfried Russwurm Birgit A. Behrendt Wolfgang Colberg Ursula Gather Angelika Gifford Bernhard Günther Friederike Helfer Ingrid Hengster Lothar Steinebach Ingo Luge AGM AGM Supervisory Board suggested to reduce the term of shareholder representatives to 3 years in AGM 2020 election thyssenkrupp 9 | April 2020
Nomination process for new Supervisory Board candidates Step 1 – Definition of required profile 1 Step 2 Step 3 Step 4 Skills Diversity Nomination Committee Supervisory Board Shareholders at AGM • Industry knowledge • International work • Identify potential • Confirm candidates • Vote/approve candidates at experience candidates AGM • Functional expertise • Propose candidates to • Representation of • Propose candidates to shareholders (AGM) women ( ≥ 30%) Supervisory Board Experience Other • Work experience • Independence • Leadership roles • Max. age 75y. • Different functions • Max. 3 terms • Sufficient time 1. Diversity concept 2017; competence profile 2018 thyssenkrupp 10 | April 2020
Supervisory Board nomination process timeline Jul. Aug. Sept. Oct. Nov. Dec. Jan. n. Febr. Consideration of different views and information Succession planning and formalized board recruitment process Considering a large pool of candidates Candidate interviews Induction, mentoring and feedback sessions Proposal Proposal AGM to SB to AGM thyssenkrupp 11 | April 2020
Supervisory Board Composition Matrix Screening potential candidates on the basis of required competencies Operations / Industrial activities Operations / Industrial activities International Board Experience in the global marketplace in the global marketplace Experience in advisory or supervisory board bodies co-determined companies and political environment Corporate Governance Independent Member Product / Technology Product / Technology Global macro-ecomic Compliance & Legal / Diversity: Nationality Risk Management / HR/Transformation Business Strategy Diversity: Gender Diversity: Age Financial Expert CEO Experience - Industrials - Management of Digitalization - Materials - - Industrials - - Materials - Name Other European/ female/ 35-45/46- n.n. Yes tbd U.S. American male 55/56-65 European/ female/ 35-45/46- n.n. Yes tbd U.S. American male 55/56-65 European/ female/ 35-45/46- n.n. Yes tbd U.S. American male 55/56-65 European/ female/ 35-45/46- n.n. Yes tbd U.S. American male 55/56-65 European/ female/ 35-45/46- n.n. Yes tbd U.S. American male 55/56-65 European/ female/ 35-45/46- n.n. Yes tbd U.S. American male 55/56-65 European/ female/ 35-45/46- n.n. Yes tbd U.S. American male 55/56-65 Average 21 64 57 54 39 57 25 57 68 36 46 57 57 57 in % Competence assessment 0 2 1 0 2 1 1 1 3 1 1 1 2 1 (>75%) thyssenkrupp 12 | April 2020
Supervisory Board Committees Executive Committee Strategy, Finance and Investment Committee Audit Committee • Prepares the agenda of the SB meetings • Prepares major decisions on e.g. strategic • Monitors the accounting process and internal (nucleus of EC debate) developments, financing, investments control systems Members • S. Russwurm (Chairman; SR ) • S. Russwurm (Chairman; SR ) • B. Günther (Chairman; SR ) B. Günther (SR) , J. Kerner (ER) , D. Sievers (ER) U. Gather (SR) , F. Helfer (SR) , S. Herberger (ER), F. Helfer (SR) , T. Jacquemin (ER) , J. Kerner (ER) , J. Kerner (ER), I. Luge (SR) , P. Remmler (ER), D. Sievers (ER) , L. Steinebach (SR) D. Sievers (ER), Nomination Committee Personnel Committee Mediation Committee 1 • Proposes SB candidates to SB • Proposes Executive Board candidates to SB • Makes proposals for the appointment and dismissal of the Executive Board members in • Develops EB renumeration case when there is no majority of at least 2/3 Members • S. Russwurm (Chairman; SR ) • S. Russwurm (Chairman; SR ) • S. Russwurm (Chairman; SR ) U. Gather (SR) , B. Günther (SR) , B. Günther (SR) , J. Kerner (ER) , D. Sievers (ER) B. Günther (SR) , J. Kerner (ER) , D. Sievers (ER) F. Helfer (SR), I. Luge (SR) (SR) Shareholder Representative | (ER) Employee Representative 1. Required by law thyssenkrupp 13 | April 2020
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