External Reviews: Transparency international

thyssenkrupp has a formal procedure to conduct risk-based anti-bribery and corruption due diligence when entering into and operating in joint ventures. We have conducted a Group wide joint venture analysis with the goal of establishing a process for reviewing the joint ventures thyssenkrupp participates in for Compliance risks. The analysis is updated periodically. The analysis has the purpose to provide an assessment of specific anticorruption and antitrust risks for thyssenkrupp participations in joint ventures caused by the fact that the respective businesses are operated in this specific form. The Compliance assessment covers questions like Compliance programme, organization, antitrust and anticorruption rules, Compliance trainings and auditing within the joint venture as well as ownership structure and background checks of our partners. According to our internal approval procedure, Legal & Compliance have to be involved at a very early stage, if new joint ventures are to be concluded in order to mitigate potential anti-bribery and corruption but also antitrust risks from the start.

With our mission statement, we are clearly committed to values and to the fact that Compliance is a must. These values naturally also apply to partnerships of any kind with third parties.

With the mandatory involvement of Compliance at a very early stage in the process of setting up a joint venture, we make sure that anti-bribery and corruption policies and procedures are implemented in the respective joint venture. This includes clear clauses in the respective agreements but even more a continuous monitoring of the joint venture activities as a shareholder.

Joint ventures in which thyssenkrupp holds a majority are incorporated into the thyssenkrupp Compliance program, so that the same rules and scrutiny apply as in wholly owned subsidiaries. In joint ventures where we do not exercise sole or majority control, thyssenkrupp takes a very active role as a shareholder and always insists on the implementation of an effective compliance program including clear rules on the prevention of bribery and corruption. We also take active steps through our compliance function to support the management of a joint venture in establishing a comprehensive compliance program, e.g. by providing model policies, model processes, information material etc. thyssenkrupp will further work with the joint venture partners in the interest of establishing a good compliance culture within the joint venture. Audit and termination rights will be included in contracts where deemed necessary after initial due diligence has taken place.

Joint ventures in which thyssenkrupp holds a majority are incorporated in the thyssenkrupp compliance program, so that the same rules and scrutiny apply as in wholly owned subsidiaries. If thyssenkrupp becomes a shareholder of a joint venture in which we do not exercise sole or majority control, we take a very active role as a shareholder and will always insist on the implementation of an effective compliance programme including clear rules on the prevention of bribery and corruption. thyssenkrupp will further work with the joint venture partners in the interest of establishing a good Compliance culture within the joint venture. thyssenkrupp exercises its scrutiny over such non-majority joint ventures by exercising its shareholder’s rights such as information rights as well as by taking appropriate positions in the joint venture’s supervisory board or similar bodies.