Corporate Governance
HOCHTIEF complies with all recommendations of the German Corporate Governance Code. In accordance with this Code, the Executive Board reports jointly with and on behalf of the Supervisory Board on corporate governance at HOCHTIEF.
Good corporate governance has always been highly important to our Group. It is the foundation of HOCHTIEF's management approach based on responsibility and long-term focus, of the efficient working relationship between the Executive Board and the Supervisory Board, of transparency in reporting and of proper risk management.
The German Corporate Governance Code is our model in this regard. We have fully complied with all of its recommendations since 2006. In March 2010, the Executive Board and Supervisory Board published a Compliance Declaration pursuant to Section 161 of the German Stock Corporations Act (AktG). Once again, the Group has complied with all recommendations of the Code.
It is our conviction that good corporate governance in keeping with nationally and internationally recognized standards is a key success factor for our business. Corporate governance is for us a commitment encompassing all parts of the Group. We aim to uphold for the long term the confidence placed in us by investors, financial markets, trading partners, the workforce and the public. Continually refining our corporate governance practices is an important part of our work.
Detailed information on the subject of corporate governance is provided on our website. This contains both the current Compliance Declaration and those issued in the past, together with all HOCHTIEF press releases and ad-hoc announcements.
We ensure that shareholders are kept informed about important dates through our financial calendar. This is published in annual reports, quarterly reports and on the HOCHTIEF website. In addition to two annual meetings for analysts and investors, we also hold conference calls when publishing quarterly results. All presentations for these events may be freely viewed on our website.
Recordings of the meetings are also kept available for playback online.
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 event. Ahead of the General Shareholders' Meeting, the annual report and the notice of the meeting provide shareholders with detailed information on the preceding fiscal year and all items on the agenda. All documents and information relating to the General Shareholders' Meeting are made available on our website together with the annual report.
Shareholders can vote at the General Shareholders' Meeting in person, appoint a representative of their choice to vote on their behalf, or authorize a Companyappointed proxy to vote according to instructions. Shareholders unable to attend a General Shareholders' Meeting can follow the entire proceedings in a webcast.
The Chairman of the Supervisory Board outlined the main points of the Executive Board compensation system and any changes to it at the General Shareholders' Meeting in May 2009. This will be repeated at the 2010 meeting.
A core element of good corporate governance is transparency. This is particularly important in situations where transactions entered into by the Executive Board might give rise to conflicts of interest. We are able to report in this connection that no members of the Executive Board and no persons close to them effected material transactions with HOCHTIEF or any Group company in 2009. Similarly, no contracts were signed 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, 2009 (Point 6.6 of the Code).