HOCHTIEF
 

Corporate Governance

Declaration on Corporate Governance pursuant to Sec. 289a German Commercial Code (HGB)

Corporate Governance report

HOCHTIEF complies with all recommendations of the German Corporate Governance Code. In accordance with this Code, the Executive Board reports jointly on behalf of the Supervisory Board on corporate governance at HOCHTIEF.

HOCHTIEF has a tradition of good corporate governance, which promotes confidence in the Company among investors, clients and the workforce. We model our corporate governance on the German Corporate Governance Code, which was first introduced in 2002. We have fully complied with all of its recommendations since 2006. A Compliance Declaration pursuant to Section 161 of the German Stock Corporations Act (AktG) showing that HOCHTIEF continues to comply with all recommendations of the German Corporate Governance Code was submitted by the Executive Board and Supervisory Board in March 2009.

HOCHTIEF has always based its actions on nationally and internationally accepted standards for good and responsible corporate governance. Corporate governance is for us a benchmark that embraces all parts of the Company, and we are determined to continuously develop the way in which its principles are translated into practice.

Detailed information on the subject of corporate governance is provided on our website. The site contains both the current Compliance Declaration and those issued in the past. We also publish all of the Company's press releases and ad-hoc disclosures on our website.

We alert shareholders to important dates on a continuous basis with the financial calendar published in our annual report and quarterly reports as well as on our website. Two annual meetings for analysts and investors are supplemented by conference calls when our quarterly results are published. All presentations for these events may be freely viewed online. Recordings of the meetings are also available for playback on our website.

Our annual General Shareholders' Meeting is prepared with the goal of informing all shareholders in a prompt, comprehensive and effective manner both before and during the meeting. Ahead of the General Shareholders' Meeting, the annual report and the notice of the meeting provide shareholders with full information on the preceding fiscal year and all items on the agenda. All documents and information relating to the General Shareholders' Meeting are additionally made available together with the annual report on our website.

Shareholders can vote at the General Shareholders' Meeting in person, appoint a representative of their choice to vote on their behalf, or authorize a Company-appointed proxy to vote according to instructions. Shareholders unable to attend a General Shareholders' Meeting can follow the entire proceedings in a webcast.

A core element of good corporate governance is transparency. This is particularly important in situations where transactions entered into by the Executive Board could give rise to conflicts of interest. We are able to report that there were no material transactions in 2008 between Executive Board members or persons close to them and HOCHTIEF or any Group company. Similarly, no contracts were entered into between HOCHTIEF and members of the Supervisory Board. There were no conflicts of interest involving members of the Executive Board or the Supervisory Board. The number of Company shares held directly or indirectly by members of the Executive Board and Supervisory Board and the number of financial instruments relating to such shares amounted to less than one percent of all shares issued by HOCHTIEF as of December 31, 2008 (Point 6.6 of the Code).

One focus of corporate governance activities during the year was the onward development of our compliance* program. Compliance with the law and internal guidelines is an essential management responsibility at HOCHTIEF. A Code of Conduct first adopted in 2002 has been supplemented in the meantime by a comprehensive set of rules, the compliance program. This is regularly reviewed and updated as necessary. All members of the workforce are called upon to take an active part in its implementation. The statutory requirements are explained in greater depth and in concrete terms in various Group directives and circulars.

Compliance activities during the year under review centered around fighting corruption. The Executive Board again made absolutely clear that it will not accept any corruption-related infringement. Breaches of the rules on fighting corruption are not tolerated in any way and trigger sanctions against the members of staff concerned.

Workforce training is provided on important aspects of the law and internal directives. Compliance officers are available to answer specific questions. Classroom-based training is supplemented with interactive e-learning programs, for example, on combating corruption. A key topic in this training is high-risk behavior (such as corruption or collusive bidding). As an additional element of its compliance activities, HOCHTIEF has now opened a whistle-blowing hotline alongside its existing ethics hotline. We have entrusted the running of the new hotline to an independent law firm.

Both lines are there for members of the Group's workforce to report breaches of the law or directives. Informants can remain anonymous if they wish.

The Supervisory Board's Audit Committee discussed the compliance program in its meeting of November 11, 2008 and noted it with approval.


 
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