Dear Sir or Madam,
Just over two years ago, the then Chairwoman of the Executive Board of thyssenkrupp AG, Ms. Martina Merz, asked me to join the Supervisory Board of thyssenkrupp Steel Europe AG as its Chairman. Until then, the Supervisory Board of thyssenkrupp Steel Europe AG had consisted entirely of executives of thyssenkrupp AG. However, Ms. Merz wanted to grant the Board greater independence in order to increase the integrity of the process of making thyssenkrupp Steel Europe AG independent, which was already planned at the time. Having an independent Supervisory Board of thyssenkrupp Steel Europe AG was intended to ensure that the planned process of separating thyssenkrupp Steel Europe AG from the parent company would be fair and not to the detriment of thyssenkrupp Steel Europe AG.
In my opinion, Ms. Martina Merz's strategy was a convincing one, not least due to my positive experience as a member of the Supervisory Board of Salzgitter AG during its spin-off and separation from the then owner "Preussag" at the end of the 1990s. Consequently, I asked for Dr. Elke Eller also to be appointed to the Supervisory Board of thyssenkrupp Steel Europe AG due to her extensive experience as HR Director during the restructuring and reorganization of TUI.
Relatively shortly after our appointment to the Supervisory Board of thyssenkrupp Steel Europe AG, it became clear to us that the goal of making thyssenkrupp Steel Europe AG independent could only be achieved if a solid foundation for the further economic future of thyssenkrupp Steel Europe AG was created beforehand. In our view, it was imperative to begin with the long overdue restructuring of thyssenkrupp Steel Europe AG. This included the significant increase in the investment budget that has already begun with Strategy 2030 in order to push ahead with the company's catch-up modernization, as well as establishing clarity regarding the transition to carbon-neutral steel production. On the other hand, there was also the adjustment (reduction) of production capacities to the new reality of the steel market in Europe.
We were convinced that we had taken a promising path towards repositioning the steel company with the restructuring proposals from the Executive Board of thyssenkrupp Steel Europe AG, the separation from Hüttenwerke Krupp Mannesmann, the associated improved capacity utilization of the steelworks in the north of Duisburg, ruling out compulsory redundancies, and the agreement between thyssenkrupp Steel Europe AG and thyssenkrupp AG on the commissioning of an IDW S6-compliant restructuring expert report, a standard published by the Institute of Public Auditors in Germany. The purpose of this expert report is to validate the restructuring program, including the financing requirements derived from it. We were convinced that the agreements reached at the Supervisory Board meeting on August 9, 2024 laid a good foundation for our future work.
A good three weeks later, we have been obliged to note with great regret that there are differences of opinion about this common path, particularly with the Chairman of the Executive Board of thyssenkrupp AG, with the strong support of his Supervisory Board. The unprecedented campaign that the Chairman of the Executive Board of thyssenkrupp AG in particular has publicly launched and pursued against the Executive Board of thyssenkrupp Steel Europe AG during recent weeks not only damages the ability of Steel's Executive Board to act, but is also a serious breach of trust in light of the agreements reached at the Supervisory Board meeting on August 9.
Apparently, the aim was to persuade the Executive Board to abandon its position. And this despite the fact that the Executive Board of thyssenkrupp Steel Europe AG was committed to the interests of the steel company, and successfully defended itself against what it considered to be unjustifiable influences on its work.
We have great respect for the patience and discipline with which the Executive Board of thyssenkrupp Steel Europe AG tried to perform its duties despite everything, and to work for the future of the company until the very end. And as much as we regret the decision of three members of the Executive Board to leave thyssenkrupp Steel Europe AG by mutual agreement, we also understand that remaining with the company under these conditions is no longer an option for them. The departure of Bernhard Osburg, Markus Grolms and Dr. Heike Denecke-Arnold is a great loss for thyssenkrupp Steel Europe AG. However, it is in keeping with the sense of responsibility of the Executive Board members concerned, for whom successful work for thyssenkrupp Steel Europe AG is only conceivable on the basis of mutual trust.
After this development became apparent, attempts were made yesterday evening and again this morning by politicians at both national and regional levels to persuade us to postpone today's Supervisory Board meeting by four weeks in order to have a little more time to look for joint solutions.
I very much understand the politicians' desire, and also the appeal to all those involved to be aware of their responsibility for 27,000 employees, and to look for ways to de-escalate the conflict.
However, the Executive Board members concerned have lost all confidence in the will and ability of the Chairman of the Executive Board of thyssenkrupp AG to cooperate appropriately, and they wish to take their leave from thyssenkrupp Steel Europe AG.
I asked the Chairman of the Supervisory Board of thyssenkrupp AG, Siegfried Russ-wurm, for his assessment and opinion on this request from politicians. His reply was that he had no opinion on the matter, but that I was of course free to postpone the meeting by four weeks.
The fact that the Chairman of the Supervisory Board of thyssenkrupp AG has no opinion on the current situation has prompted me to refrain from postponing the meeting.
Not least this inaction at the level of thyssenkrupp AG and the experiences over recent weeks also make it impossible, in Dr. Eller's view, for thyssenkrupp Steel Europe AG and the Chairman of the Executive Board of thyssenkrupp AG to work together any longer in the interests of thyssenkrupp Steel Europe AG in a spirit of confidence. We no longer see any possibility of our standards of professionalism, open discussion and a "speak-up" culture with respect in our mutual interaction being taken into account to an appropriate extent. It is no longer possible for us to act responsibly as Supervisory Board members under these conditions.
More importantly, however, we no longer have the impression that the Executive Board and Supervisory Board of thyssenkrupp AG are pursuing the original idea of the former Chairwoman of the Executive Board, Martina Merz. This is because a higher degree of independence of the Supervisory Board of thyssenkrupp Steel Europe AG should lend greater integrity to the process of making the Steel division independent, and counteract the impression that the burden could be allocated unilaterally to the detriment of thyssenkrupp Steel Europe AG.
For these reasons, the business foundation on the basis of which Dr. Elke Eller and I agreed to be appointed to the Supervisory Board of thyssenkrupp Steel Europe AG no longer applies in our case. We will therefore resign our mandates in due course. For the same reasons, the Deputy Chairman of the Supervisory Board, Detlef Wetzel, and the "neutral man" on the Supervisory Board, former Secretary of State Wilfried Schäffer, will also resign their mandates. The order in which we leave the Supervisory Board and the associated replacements will ensure that the parity between shareholder and employee representatives on the Supervisory Board will always be maintained.
We would like to thank the Executive Board of thyssenkrupp Steel Europe AG, the employees of the Supervisory Board office and also the members of the Supervisory Board, who have worked with commitment and integrity to ensure the future viability of thyssenkrupp Steel Europe AG.
Just over two years ago, the then Chairwoman of the Executive Board of thyssenkrupp AG, Ms. Martina Merz, asked me to join the Supervisory Board of thyssenkrupp Steel Europe AG as its Chairman. Until then, the Supervisory Board of thyssenkrupp Steel Europe AG had consisted entirely of executives of thyssenkrupp AG. However, Ms. Merz wanted to grant the Board greater independence in order to increase the integrity of the process of making thyssenkrupp Steel Europe AG independent, which was already planned at the time. Having an independent Supervisory Board of thyssenkrupp Steel Europe AG was intended to ensure that the planned process of separating thyssenkrupp Steel Europe AG from the parent company would be fair and not to the detriment of thyssenkrupp Steel Europe AG.
In my opinion, Ms. Martina Merz's strategy was a convincing one, not least due to my positive experience as a member of the Supervisory Board of Salzgitter AG during its spin-off and separation from the then owner "Preussag" at the end of the 1990s. Consequently, I asked for Dr. Elke Eller also to be appointed to the Supervisory Board of thyssenkrupp Steel Europe AG due to her extensive experience as HR Director during the restructuring and reorganization of TUI.
Relatively shortly after our appointment to the Supervisory Board of thyssenkrupp Steel Europe AG, it became clear to us that the goal of making thyssenkrupp Steel Europe AG independent could only be achieved if a solid foundation for the further economic future of thyssenkrupp Steel Europe AG was created beforehand. In our view, it was imperative to begin with the long overdue restructuring of thyssenkrupp Steel Europe AG. This included the significant increase in the investment budget that has already begun with Strategy 2030 in order to push ahead with the company's catch-up modernization, as well as establishing clarity regarding the transition to carbon-neutral steel production. On the other hand, there was also the adjustment (reduction) of production capacities to the new reality of the steel market in Europe.
We were convinced that we had taken a promising path towards repositioning the steel company with the restructuring proposals from the Executive Board of thyssenkrupp Steel Europe AG, the separation from Hüttenwerke Krupp Mannesmann, the associated improved capacity utilization of the steelworks in the north of Duisburg, ruling out compulsory redundancies, and the agreement between thyssenkrupp Steel Europe AG and thyssenkrupp AG on the commissioning of an IDW S6-compliant restructuring expert report, a standard published by the Institute of Public Auditors in Germany. The purpose of this expert report is to validate the restructuring program, including the financing requirements derived from it. We were convinced that the agreements reached at the Supervisory Board meeting on August 9, 2024 laid a good foundation for our future work.
A good three weeks later, we have been obliged to note with great regret that there are differences of opinion about this common path, particularly with the Chairman of the Executive Board of thyssenkrupp AG, with the strong support of his Supervisory Board. The unprecedented campaign that the Chairman of the Executive Board of thyssenkrupp AG in particular has publicly launched and pursued against the Executive Board of thyssenkrupp Steel Europe AG during recent weeks not only damages the ability of Steel's Executive Board to act, but is also a serious breach of trust in light of the agreements reached at the Supervisory Board meeting on August 9.
Apparently, the aim was to persuade the Executive Board to abandon its position. And this despite the fact that the Executive Board of thyssenkrupp Steel Europe AG was committed to the interests of the steel company, and successfully defended itself against what it considered to be unjustifiable influences on its work.
We have great respect for the patience and discipline with which the Executive Board of thyssenkrupp Steel Europe AG tried to perform its duties despite everything, and to work for the future of the company until the very end. And as much as we regret the decision of three members of the Executive Board to leave thyssenkrupp Steel Europe AG by mutual agreement, we also understand that remaining with the company under these conditions is no longer an option for them. The departure of Bernhard Osburg, Markus Grolms and Dr. Heike Denecke-Arnold is a great loss for thyssenkrupp Steel Europe AG. However, it is in keeping with the sense of responsibility of the Executive Board members concerned, for whom successful work for thyssenkrupp Steel Europe AG is only conceivable on the basis of mutual trust.
After this development became apparent, attempts were made yesterday evening and again this morning by politicians at both national and regional levels to persuade us to postpone today's Supervisory Board meeting by four weeks in order to have a little more time to look for joint solutions.
I very much understand the politicians' desire, and also the appeal to all those involved to be aware of their responsibility for 27,000 employees, and to look for ways to de-escalate the conflict.
However, the Executive Board members concerned have lost all confidence in the will and ability of the Chairman of the Executive Board of thyssenkrupp AG to cooperate appropriately, and they wish to take their leave from thyssenkrupp Steel Europe AG.
I asked the Chairman of the Supervisory Board of thyssenkrupp AG, Siegfried Russ-wurm, for his assessment and opinion on this request from politicians. His reply was that he had no opinion on the matter, but that I was of course free to postpone the meeting by four weeks.
The fact that the Chairman of the Supervisory Board of thyssenkrupp AG has no opinion on the current situation has prompted me to refrain from postponing the meeting.
Not least this inaction at the level of thyssenkrupp AG and the experiences over recent weeks also make it impossible, in Dr. Eller's view, for thyssenkrupp Steel Europe AG and the Chairman of the Executive Board of thyssenkrupp AG to work together any longer in the interests of thyssenkrupp Steel Europe AG in a spirit of confidence. We no longer see any possibility of our standards of professionalism, open discussion and a "speak-up" culture with respect in our mutual interaction being taken into account to an appropriate extent. It is no longer possible for us to act responsibly as Supervisory Board members under these conditions.
More importantly, however, we no longer have the impression that the Executive Board and Supervisory Board of thyssenkrupp AG are pursuing the original idea of the former Chairwoman of the Executive Board, Martina Merz. This is because a higher degree of independence of the Supervisory Board of thyssenkrupp Steel Europe AG should lend greater integrity to the process of making the Steel division independent, and counteract the impression that the burden could be allocated unilaterally to the detriment of thyssenkrupp Steel Europe AG.
For these reasons, the business foundation on the basis of which Dr. Elke Eller and I agreed to be appointed to the Supervisory Board of thyssenkrupp Steel Europe AG no longer applies in our case. We will therefore resign our mandates in due course. For the same reasons, the Deputy Chairman of the Supervisory Board, Detlef Wetzel, and the "neutral man" on the Supervisory Board, former Secretary of State Wilfried Schäffer, will also resign their mandates. The order in which we leave the Supervisory Board and the associated replacements will ensure that the parity between shareholder and employee representatives on the Supervisory Board will always be maintained.
We would like to thank the Executive Board of thyssenkrupp Steel Europe AG, the employees of the Supervisory Board office and also the members of the Supervisory Board, who have worked with commitment and integrity to ensure the future viability of thyssenkrupp Steel Europe AG.
