Corporate Governance

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

Good corporate governance is a fundamental guiding principle for the entire HOCHTIEF Group and takes in all HOCHTIEF divisions. Corporate governance relates to the principles and regulatory framework by which a company is managed and monitored.

Our benchmark in this connection is the German Corporate Governance Code, as amended from time to time.

In the following, the Executive Board reports jointly with and on behalf of the Supervisory Board on corporate governance at HOCHTIEF in accordance with the Code.

HOCHTIEF Aktiengesellschaft is committed to the principles of responsible and transparent business management and control geared to long-term financial success. Good corporate governance builds the foundations for investor, client, workforce, and public confidence.

In February 2017, the Executive Board and Supervisory Board published the annual Compliance Declaration pursuant to Section 161 of the German Stock Corporations Act (AktG).

As announced, the Executive Board and Supervisory Board monitored the three instances stated in the Compliance Declaration of February 2016 constituting noncompliance or less than full compliance with recommendations of the Code, and have once again reviewed application of the Code’s provisions.

Regarding the three departures from the Code, the Executive Board and Supervisory Board continue to hold the view that those departures represent well-founded exceptions. The reasons for not applying the Code provisions are set out in the Compliance Declaration reprinted below. In all other respects, HOCHTIEF complies with the recommendations of the Code as currently amended.

Targets for the Ratio of Women on the Supervisory Board, Executive Board and Management Levels below the Executive Board (Sections 76 (4) and 111 (5) German Stock Corporations Act)

The Act for the Equal Participation of Women and Men in Management Positions in the Private and Public Sector of May 2015 requires publicly traded companies or companies subject to codetermination such as HOCHTIEF Aktiengesellschaft to define targets for the ratio of women on the Supervisory Board, Executive Board and the two management levels below the Executive Board for the first time. The deadline for achieving this ratio of women must also be determined. The implementation deadline must not be later than June 30, 2017 when first set. The Act makes an exception for the ratio of women on the Supervisory Boards of publicly traded companies that are simultaneously fully subject to codetermination such as HOCHTIEF Aktiengesellschaft. For such Supervisory Boards, a statutory minimum ratio of 30% women and 30% men when vacant Supervisory Board posts are refilled is already in force from January 1, 2016. Within the framework of the Supervisory Board election in spring 2016, the statutory quota was met. Five of 16 Supervisory Board members are women.

For the ratio of women on the Executive Board of the company, the Supervisory Board resolved upon a target of 0% and an implementation deadline of June 30, 2017. This will maintain the current situation on the Executive Board.

For the two management levels below the Executive Board, the Executive Board of HOCHTIEF Aktiengesellschaft resolved upon a target of 7.69% and an implementation deadline of June 30, 2017. This will maintain the current situation. This does not rule out an increase in the ratio of women on both these management levels before the implementation deadline.

Targets for the ratio of women on the Supervisory Board, in senior management and on the two management levels below senior management and implementation deadlines were also defined before September 30, 2015 for all other companies affected by the Act in the HOCHTIEF Group.