Declaration of Conformity in the Financial Year 2012 and Corporate Governance Report
The Executive Board and the Supervisory Board view good, responsible management of the company geared to sustainable development as a prerequisite for the long-term success of the Salzgitter Group. This approach fosters the trust of employees, business partners, shareholders and investors. The management of our company is based on the provisions set out under German stock corporation law and the recommendations laid down in German Corporate Governance Code (www.corporate-governance-code.de).
2012 Declaration of Conformity with the recommendations of the German Corporate Governance Code
Ethical standards of Salzgitter AG
The shareholders of Salzgitter AG
The shareholders principally exercise their rights at general meetings of shareholders. Each shareholder of Salzgitter AG is entitled to participate in the General Meeting of Shareholders, which takes place at least once a year, and to address the Meeting about items on the agenda, to ask pertinent questions and submit relevant motions and to exercise their voting rights. Fundamental decisions affecting the company, such as changes to the Articles of Incorporation, the appropriation of annual profit, the election of shareholder representatives to the Supervisory Board, the raising or lowering of capital, or the selection of the annual independent auditor can only be carried out subject to approval by the General Meeting of Shareholders. The General Meeting of Shareholders also decides on the remuneration of the Supervisory Board. We facilitate the process of shareholders exercising their voting rights without having to personally take part in the General Meeting of Shareholders: they can appoint a proxy of the company and instruct this person on how they wish to exercise their voting rights.
You can find the results of the 2013 General Meeting of Shareholders here. more
The Executive Board of Salzgitter AG
Working practices of the Executive Board
The Executive Board holds regular meetings and telephone conferences for the purpose of discussion and decision-making. At present, it has not formed any standing committees.
The Supervisory Board of Salzgitter AG
Working practices of the Supervisory Board
The Supervisory Board meets a minimum of four times a year, has the Executive Board report in detail, and discusses the development of business and the situation of the company with the Executive Board. It takes receipt of written reports submitted at regular intervals by the Executive Board on the course of business and the performance of the company.
Working practices of the committees of the Supervisory Board
In order to prepare its meetings and decisions the Supervisory Board has currently formed four standing committees:
The Audit Committee meets at least four times a year and has the Executive Board report in writing and orally on the individual issues to be discussed, as well as having representatives of the independent auditor explain the report on their audit of the financial statements at company and at Group level.
The Executive Board and the Supervisory Board view compliance with the statutory provisions applicable to the companyâ€™s activities and the corporate guidelines as an integral part of corporate governance. The Executive Board has expressly committed itself in our mission statement to observing and complying with legal framework conditions and ethical values. The obligation of managers at all levels also entails adherence to the relevant regulations in their respective areas of tasks and responsibilities. To this end, each superior must give his/her staff clear instructions as to their tasks and areas of responsibility and must document this accordingly. This responsibility includes ensuring that staff members have the competences necessary for fulfilling their compliance duties and the monitoring of this compliance. The regular requesting of appropriate reports is part of guaranteeing that compliance tasks are monitored. The Executive Board has defined this process in detail in a set of corporate guidelines. The Executive Board regularly reports to the Supervisory Board on compliance.
Transparency of the company
Along with the annual report, Salzgitter AG also publishes condensed interim accounts and an interim management report at the end of the first, second and third quarter of a financial year. This ensures that our shareholders are kept informed about the business performance and the situation of the company in as timely manner as possible. The dates of publication are announced in the financial calendar posted on the company's website. Furthermore, the Executive Board explains the results of each financial year ended at an annual results press conference, reported on by the media, which takes place directly after the meeting of the Supervisory Board when the financial statements are adopted.
In addition to this, we organize regular analysts' conferences for analysts and institutional investors in Frankfurt am Main and London. Finally, the Executive Board ensures that information which could have a considerable impact on the share price is published immediately in the form of ad-hoc releases disseminated simultaneously throughout Europe. All reports and statements are available in both German and English. more
To the knowledge of the company, no member of the Executive Board or Supervisory Board owns a portion of the shares issued, either directly or indirectly, exceeding 1 %. There are currently no share option programs or similar security-based incentive systems implemented at the Salzgitter Group.
Salzgitter AG - Overview of the Group more...
dates for the year 2012more...
"Freundeskreis der Aktionäre"
activities of the "Freundeskreis der Aktionäre der Salzgitter AG"