Rainer Thieme, Chairman of the Supervisory Board
Report of the Supervisory Board
In continuation of its development in the previous year which was characterized by a steady recovery and positive uptrend, Salzgitter AG held the pace in the financial year 2011, especially in the Steel and Tubes divisions, buoyed by the generally favorable economic environment in the first six months. In the second half of the year, however, the macroeconomic risks were exacerbated by the sovereign debt crisis in the euro monetary union, which caused purchasing reluctance in various customer industries.
Monitoring and advising the Executive Board in the exercising of its management duties
One member of the Supervisory Board attended less than half the Supervisory Board meetings in 2011. The average attendance rate was 90 %. No conflicts of interest were brought to the attention of the Supervisory Board, neither by the Supervisory Board members nor by members of the Executive Board.
Focus of the consultations of the Supervisory Board
We informed ourselves extensively about the impact on the Salzgitter Group of the European Commission’s decision on a more limited allocation of the CO2 certificates from 2013 onwards and on the activities initiated to protest against the allocation criteria.
Work of the Committees
The Presiding Committee met five times in the financial year. Matters addressed in these meetings included important issues relating to the development of business and the reviewing of the employment contracts of members of the Executive Board, including the remuneration.
The Audit Committee met four times during the period under review. In these meetings the Committee addressed issues relating to the accounting, the effectiveness of the risk management, the internal control system and the internal audit system as well as the ongoing development of the compliance system. The members of the Committee assured themselves of the efficiency and appropriateness of the way systems are currently organized within the Group. Moreover, the financial reports compiled during the course of the year were discussed in detail with the Executive Board and key audit areas were defined for the annual auditing of the 2011 accounts. The meeting on March 9, 2012, focused on the audit conducted on the separate and consolidated 2011 financial statements. To this end, the Committee had the Executive Board and the independent auditor explain the details of the financial statements and discussed any questions which arose. Its recommendation was for the entire Supervisory Board to ratify the financial statements.
The Strategy Committee met once in the period under review. Together with the Executive Board, it discussed the strategy for the sustainable development and securing of the independence of the Salzgitter Group.
The Nomination Committee held one meeting during the reporting period to address the topic of the imminent changes to the composition of the Board from the new election of the Supervisory Board in 2013.
Audit of the Annual Financial Statements and Consolidated Financial Statements
The annual financial statements of Salzgitter AG, the consolidated financial statements of the Group, the joint management report on the company and the Group, the Executive Board’s proposals for the appropriation of the retained earnings, as well as the auditor’s reports were available to us for examination. The representatives of the auditor took part in the discussions of the annual financial statements and the consolidated financial statements at the Supervisory Board meeting on March 29, 2012, and elaborated on the most important findings of their audit.
Our examination of the annual financial statements, the consolidated financial statements and the joint management report did not lead to any objections. We therefore approved the findings of the auditor’s review and ratified the annual financial statements and the consolidated financial statements. The annual financial statements are thereby adopted. After due consideration, we gave our approval to the proposal made by the Executive Board on the appropriation of retained earnings.
Changes to the Supervisory Board
The Supervisory Board would like to thank the aforementioned members who are leaving the Supervisory Board for their huge dedication, also in the context of committee work, to promoting the development of the Salzgitter Group.
The Supervisory Board elected Dr. Hans-Jürgen Urban as Vice Chairman of the Supervisory Board and successor to Mr. Peters and as a member of the Presiding Committee and the Strategy Committee. The current members of the Supervisory Board are listed in the Management Report on the Group with reference to other mandates which they exercise.
May we thank the Executive Board and all the employees of the Group for their work and commitment in the financial year 2011.
Salzgitter, March 29, 2012
The Supervisory Board