Germany's massive shipbuilder, TKMS, breaks free from independence.
In a significant move, Germany's largest naval shipbuilder, ThyssenKrupp Marine Systems (TKMS), is set to become independent and go public. The spin-off, which was generally supported by shareholders at the general meeting, is part of a larger corporate restructuring plan at ThyssenKrupp, aiming to give the division greater entrepreneurial freedom.
The planned management structure of TKMS includes a supervisory board predominantly staffed by the parent company, with six out of ten members determined by ThyssenKrupp. The remaining four members will be independent representatives, elected by the General Meeting of TKMS. Notably, the general partner, TKMS Management AG, will have its own Supervisory Board of six members, which will largely overlap with the main Supervisory Board members to ensure coordinated and efficient governance.
The Supervisory Boards of TKMS and TKMS Management AG will not be subject to employee co-determination. Instead, employee participation will continue through the existing committee structures at TKMS GmbH and thyssenkrupp AG, thus maintaining a clear independence of the new supervisory bodies from employee representation.
ThyssenKrupp AG will retain a majority of 51% via a new holding company. The independence of the marine division is expected to increase the attractiveness of TKMS for investors due to the clear focus on the marine division.
Oliver Burkhard, previously the HR director of ThyssenKrupp, is the CEO of TKMS. TKMS employs around 8,300 people across shipyard locations in Kiel, Wismar, Itajaí (Brazil), and other sites in Hamburg, Bremen, and Emden.
The independence of TKMS is not only a step towards greater autonomy but also a significant opportunity for growth. TKMS has secured several key orders recently, including the construction of the new German research ship 'Polarstern 2' with an order volume of around 1.2 billion euros and another order from Singapore for two more submarines in the Indo-Pacific region.
TKMS has a significant order backlog, with orders from Germany, Norway, Israel, and Singapore, totaling over 18 billion euros. As the world leader in conventionally powered submarines and also builders of frigates and corvettes, TKMS is well-positioned to capitalise on these opportunities.
A security agreement is planned between TKMS and the federal government, granting the federal government special information and consultation rights for sensitive activities. However, the federal government may still acquire a stake in TKMS, but it is not part of the current agreement. ThyssenKrupp AG is open to further discussions regarding a deeper involvement of the federal government.
The composition of the TKMS supervisory board is still not determined. However, it is expected that the largest individual shareholder of ThyssenKrupp AG, the Krupp Foundation, will receive a seat on the TKMS supervisory board.
In conclusion, the spin-off of TKMS from ThyssenKrupp represents a significant step towards greater entrepreneurial freedom for the marine division. The new governance structure is designed to ensure efficient, independent supervision aligned with TKMS’s operational and strategic autonomy while safeguarding national security interests in this sensitive maritime defense sector. The future looks promising for TKMS as it embarks on its journey as an independent entity.
| Feature | Detail | |-----------------------------|----------------------------------------------------------------| | Spin-off | TKMS becoming independent and going public | | Supervisory Board size | 10 members | | Independent members | 4 independent representatives | | Election method | Elected by TKMS AG & Co. KGaA General Meeting | | General partner’s Supervisory Board | 6 members, largely overlapping with main board | | Employee co-determination | Not applicable to supervisory boards; maintained via other committees | | Parent shareholding | ThyssenKrupp AG retains 51%, ensuring strategic control | | Objective | Competent, independent oversight to accompany TKMS future development | | Key orders | Construction of Polarstern 2, submarines for Singapore | | Order backlog | Over 18 billion euros | | World leadership | Leader in conventionally powered submarines, frigates, and corvettes | | Security agreement | Planned between TKMS and the federal government | | Future discussions | ThyssenKrupp open to further discussions regarding federal government involvement |
The spin-off of ThyssenKrupp Marine Systems (TKMS) involves becoming independent and going public, a move that will allow the marine division to have greater entrepreneurial freedom. ThyssenKrupp AG will retain a majority share of 51% through a new holding company, while the remaining four members of TKMS's supervisory board will be independent representatives. This new structure will increase the attractiveness of TKMS for investors, as it focuses on the marine division's business and finance operations.
