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.
