Report of the Supervisory Board
Dear Shareholders,
Throughout the fiscal year, the Supervisory Board closely supervised and advised the Executive Board’s management of the Company, and performed the tasks and responsibilities incumbent upon it by law, under the Company’s Articles of Association and under the Supervisory Board’s Code of Procedure. The Supervisory Board was involved in all decisions of fundamental importance to the Company. The Executive Board provided the Supervisory Board on a regular basis with timely and comprehensive written and verbal reports on the financial position and development of the Company and the Group, planned business policies, corporate planning, the risk position, risk management and key transactions.
The Supervisory Board held four meetings in fiscal year 2009. All members of the Supervisory Board attended at least half of these meetings. The Supervisory Board passed the resolutions required by law and the Articles of Association, with decisions taken on the basis of the Executive Board’s reports. Outside of its meetings, the Supervisory Board was kept fully abreast of particularly significant or urgent projects and events and, where necessary, asked to approve actions by way of a circular resolution. The Chairman of the Supervisory Board also maintained regular contact with the Executive Board outside of meetings and kept himself informed of the current status of the business and key transactions.
The global economic crisis and the situation on the financial markets continued to be core topics of discussion. Particular attention was paid in this connection to the differing trends in the Americas, the Asia/Pacific region— where moves toward recovery are already visible in
some parts—and in Europe, with their varied impacts on the operating business at a time when Group order books were very strong indeed. A major point of focus was therefore on planning certainty and on safeguarding liquidity, which was successfully achieved despite the fraught economic environment. Closely related to this, the Supervisory Board addressed exchange rate trends and specifically the persistent weakness of the Australian dollar despite a marked recovery of the exchange rate in the third quarter.
As part of a competition analysis, the Supervisory Board reviewed Group strategy and financial planning with a view to enhancing financial strength, further integrating products and services along the value chain, differentiating through technology leadership and expanding service activities. A key focus of attention was the situation concerning margins. On a closely related subject area, the Supervisory Board discussed in detail the Group’s medium-term corporate planning as an integrated strategy and financial planning process based on valuebased management parameters (the RONA approach), value created by individual divisions, and sustained increases in margins.
A prime topic in the second half of the year was the planned public offering of the HOCHTIEF Concessions division with its consequences for the funding of capital spending and the transparency gain regarding the worth of the Group’s business portfolio by virtue of ongoing valuation by the stock market.
The Supervisory Board ensured that it was regularly informed about business expansion in the Middle East, about activities aimed at integrating operations across the Group and in particular the potential for cross selling, as well as about human resources and management development in the Group.
Other subjects of discussion included the plans and intentions of HOCHTIEF’s major shareholder, which increased its holding to just under 30 percent, and the implications of new legislation (BilMoG and VorstAG) concerning the modernization of financial reporting law and reasonable levels of management compensation.