Final Assessment Thyssenkrupp Ag
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FINAL ASSESSMENT THYSSENKRUPP AG The following pages contain the detailed scoring for your company based on public information. The following table represents a summary of your scores: Topic Number % score based of on public questions information Leadership, Governance and 10 65% Organisation Risk Management 7 42.9% Company Policy and Codes 12 79.2% Training 5 80% Personnel and Helplines 7 71.4% Total 41 68.3% THYSSENKRUPP AG 04/09/14 HTTP://WWW.THYSSENKRUPP.COM A1: Does the company publish a statement from the Chief Executive Officer or the Chair of the Board supporting the ethics and anti-corruption agenda of the company? Score: 2 Comments: Based on public information, there is evidence that the company has published in the last two years, a statement from the Executive Board supporting the company’s strong stance against corruption. The company has also published in the last two years one strong statement from the Executive Board that promotes the company’s ethics and anti- corruption agenda, under which it is clear that anti-corruption is a significant component. References: Public: Company website: Compliance ‘The Executive Board of ThyssenKrupp AG has unequivocally expressed its rejection of antitrust violations and corruption in the ThyssenKrupp Compliance Commitment.’ http://www.thyssenkrupp.com/en/konzern/compliance.html Code of Conduct (October 2013), p.2: Foreword by the Executive Board ‘Our mission statement describes the values we share and the way we want to work together – both now and in the future. It sets out a clear vision that we must strive to realize in order to secure long-term business success. We can only achieve this goal together – based on the central idea “We are ThyssenKrupp”. Our values such as personal responsibility, openness, transparency as well as legal and ethical compliance play a vital role in this. For the first time, the basic rules and principles governing our behavior now and in the future have been brought together in this Code of Conduct. It provides an orientation framework and applies equally to everyone – board members, managers, and each and every employee. It sets a standard for ourselves and at the same time represents a promise that we will act responsibly both externally in our dealings with business partners and the general public as well as internally in our interactions with colleagues. We bear joint THYSSENKRUPP AG 04/09/14 HTTP://WWW.THYSSENKRUPP.COM responsibility for our company’s reputation. Misconduct by individuals can cause immense harm to all of us. So please read this code of conduct carefully and let us use it to guide our day-to-day conduct.’ http://www.thyssenkrupp.com/documents/engagement/ThyssenKrupp_Code_of_Conduct_ en.pdf Company website: Compliance – Compliance Commitment ‘Compliance Commitment of the Executive Board of ThyssenKrupp AG In respect of corruption and antitrust violations, the Executive Board of ThyssenKrupp AG has issued the following ThyssenKrupp Compliance Commitment which unequivocally expresses its stance on compliance with the corresponding laws and Group policies: ThyssenKrupp stands for technological competency, innovation, customer orientation and motivated, responsible employees. These factors are the basis of our high reputation and the long-term economic success of the Group in global competition. Corruption and antitrust violations threaten these success factors and will not be tolerated (zero tolerance). For us, bribes and cartel agreements are not a means of winning business. We would rather forgo a contract and fail to reach internal goals than act against the law. With its compliance program, ThyssenKrupp has taken wide-ranging measures to ensure compliance with corruption and antitrust regulations and the Group Policies based thereon. Infringements will not be tolerated and will result in sanctions against the persons concerned. All Executive board members and managing directors, all senior executives and other employees must be aware of the extraordinary risks which corruption and antitrust violations can signify for ThyssenKrupp as well as for them personally. All employees are requested to cooperate actively in their areas of responsibility in implementing the ThyssenKrupp compliance program.’ http://www.thyssenkrupp.com/en/konzern/commitment.html THYSSENKRUPP AG 04/09/14 HTTP://WWW.THYSSENKRUPP.COM A2: Does the company’s Chief Executive Officer or the Chair of the Board demonstrate a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company? Score: 0 Comments: Based on public information, there is no readily available evidence that the company’s Chairman demonstrates a strong personal, external facing commitment to the ethics and anti-corruption agenda of the company. There are numerous examples where the Chairman has delivered speeches and participated in interviews where the ethics and anti-corruption agenda of the company is mentioned. However, these have all been delivered in relation to corruption allegations. TI is looking for a personal commitment from the Chairman, rather than a response to allegations, which would be expected from any company leader. References: Public: Dr. Heinrich Hiesinger at the Annual Press Conference (30 November 2013), p.6: ‘We have also made significant progress in the area of compliance and, following fines and damages claims, are now on the right track. This is also confirmed by the report on the voluntary special audit, which found the Compliance function to be professionally organized and appropriately staffed. We pursue compliance violations vigorously. Our motto in this is ‘zero tolerance’.’ http://www.thyssenkrupp.com/documents/bpk2013/ThyssenKrupp_2012_2013_BPK_Rede _Hiesinger_Kerkhoff_en.pdf Speech by Dr. Heinrich Hiesinger at the 15th Annual General Meeting (January 2014), pp.11- 12: ‘Compliance was the third major issue we had to address intensively in the fiscal year. A year ago I had to report to you on the rail cartel. At the end of 2012 Deutsche Bahn filed an action against ThyssenKrupp and other companies. After long discussions, in mid-November 2013 we reached a fundamental settlement on compensation with Deutsche Bahn within THYSSENKRUPP AG 04/09/14 HTTP://WWW.THYSSENKRUPP.COM the scope of the existing provisions. This settlement is subject to approval by the responsible bodies and funding providers. It could therefore take several weeks before the agreement enters into force. The internal amnesty program, which is now complete, produced no leads concerning the ongoing investigations of the German Cartel Office into alleged price fixing in the supply of certain steel products to the German auto industry and its suppliers. The official proceedings and also the internal investigation launched in this connection are still ongoing. Based on the facts currently known, significant adverse effects on the Group's financial position cannot be ruled out. To rid ourselves of such risks as far as possible in the future, we continuously improved our program to combat corruption and antitrust violations and comply with all regulations in the past fiscal year. The report on the voluntary special audit validated our approach to this. The external auditors find the compliance system at ThyssenKrupp to be professionally organized and appropriately staffed. They made a few proposals for further improvement which we have either already incorporated or will do so as soon as possible. We published the full report on our website together with the invitation to this Annual General Meeting so that anyone who is interested can form their own opinion. The report is also available for inspection here in the foyer. Ladies and Gentlemen, this morning the Supervisory Board appointed Dr. Donatus Kaufmann as Executive Board member responsible for legal affairs and compliance. I would like to take this opportunity to welcome you, Mr. Kaufmann, to ThyssenKrupp. I am looking forward to working with you and to having your support in this highly important area for us.’ http://www.thyssenkrupp.com/documents/hv_2014_01_17_en/ThyssenKrupp_HV_2014_S peech_Hiesinger.pdf Remarks by Dr. Heinrich Hiesinger at the 14th Annual General Meeting (January 2013), pp.14-15: ‘The subject of cultural change would be incomplete without mention of the compliance infringements. The so-called “rail cartel” in which ThyssenKrupp was involved continues to occupy us; the investigations into private railways and points are still ongoing. Although we acted firmly in the spirit of “zero tolerance”, took swift personnel action and are cooperating intensively with the investigating authorities, the gross misconduct of individual employees has caused serious damage to the Group. We had to pay a high cartel fine. We now face claims for damages from customers. And we have lost a lot of trust. Now we have to earn it back again. For us cartel agreements and corruption are not a means of winning orders. We would rather forgo a contract that act against the law. We on the Executive Board expect all managers to ensure business processes are conducted in a proper manner in their area of responsibility and to stay alert and act. We have unequivocally reiterated this understanding of leadership in an Executive Board resolution. Some shareholders have written to us to say that the new compliance infringements appearing in the media on an almost weekly basis are an indication that we are still not cracking down hard enough. But the opposite is the case: The very fact that there are so many compliance cases makes clear that we investigate such matters rigorously. We don’t have secrets, we probe and bring infringements out into the open. And we will continue to THYSSENKRUPP AG 04/09/14 HTTP://WWW.THYSSENKRUPP.COM do so in the future – with all due rigor. Some 50 employees have already had to lead the Company on account of compliance infringements. I know that this is a painful process, but it is also healing. And I repeat here today: Anyone who doesn’t cooperate has no business working for us. We also announced at the end of last year that we would be carrying out a thorough review of trips with journalists and other third parties.