As in previous years, the Executive Board and Supervisory Board paid a great deal of attention to meeting the Code’s recommendations during 2010 and notably to new requirements introduced in May. On enacting new Rules of Procedure for the Supervisory Board Nomination Committee at its meetings of September and November 2010, the Supervisory Board adopted the following objectives regarding the composition of the Supervisory Board: The Supervisory Board is to be composed in such a way that its members as a group possess the knowledge, ability and expert experience required to properly complete its tasks. Consideration is to be given in this regard to the specifics of the enterprise, taking into account the international activities of the enterprise, potential conflicts of interest, the age limit specified by the Supervisory Board, and diversity. In particular, as required in the interests of diversity on the Supervisory Board, the Supervisory Board shall make provision for an appropriate degree of female representation when proposing candidates for recommendation to the General Shareholders’ Meeting. Including employee representatives, the medium-term objective is to increase the proportion of female representatives on the Supervisory Board.

The composition of the Supervisory Board is already international, with Messrs. Altozano and Fernández Verdes. There is currently no female member of the Supervisory Board. The Supervisory Board intends to encourage the election of women into its ranks—both as employee and shareholder representatives. With regard to the shareholder representatives on the Supervisory Board, however, the decision on this remains subject to the Supervisory Board’s future choice of candidates for proposal to the General Shareholders’ Meeting and the ensuing vote at the Meeting. Taking the foregoing into account, the Supervisory Board is composed in such a way that its members as a group possess the knowledge, ability and expert experience required to properly complete its tasks.

One focus of corporate governance activities during the year again related to the onward development of our compliance system*. Compliance with the law and internal guidelines has long been 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. This is regularly reviewed and updated as necessary. The statutory requirements are explained in greater depth and in concrete terms in various Group directives and circulars.

A compliance system is in place for the onward development, control and implementation of compliance. Compliance officers keep the HOCHTIEF workforce up to date on the main points of the law, the Code of Conduct and HOCHTIEF’s internal directives. Training is provided both in the classroom and using interactive e-learning programs—on combating corruption, for example, or on preventing illegal forms of employment. Compliance officers are also there to advise preventively on specific questions. Topics discussed notably included attendance of customer events and invitations by business contacts, acceptance of gifts, sponsorship of cultural events and proper conduct toward holders of public office.

Since 2009, HOCHTIEF has operated and gradually fine-tuned a further, supplementary compliance element in the form of a whistleblower system based around an internal and an external hotline. The Chief Compliance Officer and an outside law firm specializing in criminal law are available to take calls. HOCHTIEF employees can speak to them and report—where required anonymously and confidentially—information on possible breaches of compliance in Group companies. Use of the hotline is also open to outsiders.