Corporate Governance

The principle of good Corporate Governance applies throughout the HOCHTIEF Group. Corporate Governance describes the principles and the framework of regulations for the management and monitoring of companies.

Declaration on Corporate Governance of HOCHTIEF Aktiengesellschaft and for the HOCHTIEF Group pursuant to Section 289f and 315d of the German Commercial Code (HGB) (Balance sheet date December 31, 2023)

In the following the Executive Board and the Supervisory Board report about Corporate Governance at HOCHTIEF pursuant to the provisions of the German Corporate Governance Code (DCGK).

In November 2023, the Executive Board and Supervisory Board published the Compliance Declaration pursuant to Section 161 of the German Stock Corporations Act (AktG). The Compliance Declaration may be viewed via the above link.

Targets for the percentage of women on the Executive Board and the two management levels beneath the Executive Board (Section 76 (4) AktG)

Under the Act on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors, of May 2015, listed companies and companies subject to codetermination, such as HOCHTIEF Aktiengesellschaft, are required to set targets for the percentage of women on the Executive Board and the two management levels beneath the Executive Board. They must also stipulate the date by which each target for the percentage of women is to be attained.

In 2022, the Executive Board set a target of 8.33% for the proportion of women at the first management level. This means that the current level will be maintained for this management level. By contrast, the Executive Board has resolved to increase the target for the second management level to 40.0%. The implementation period in each case was set as June 30, 2027. The resolutions took into account the target set in the HOCHTIEF Sustainability Plan 2025 to increase the proportion of women in senior management positions by 50% by 2025 compared with 2019.

The setting of the target figures does not preclude an increase in the proportion of women at these two management levels beyond the target figures in the period up to June 2027.

Targets for the percentage of women on the Supervisory Board, in top management, and at the two management levels beneath top management have also been set together with attainment periods for all other companies in the HOCHTIEF Group that are affected by the Act.

Articles of Association 2024 (No. 2)

PDF (179.3 KB)

Compliance with the minimum quotas for appointments of women and men to the Supervisory Board and the Executive Board in accordance with Sections 96 (2), 76 (3a) AktG

As HOCHTIEF Aktiengesellschaft is a listed company and also subject to full codetermination, its Supervisory Board has been required since 2016 to observe statutory minimum percentages of 30% women and 30% men when filling Supervisory Board seats that become vacant. These minimum percentages were attained in the Supervisory Board elections and three appointments by court. The Supervisory Board has since comprised six women and ten men.

In August 2021, the Executives Positions Act II (Zweites Führungspositionengesetz - FüPoG II) came into force. Under the new regulations, companies that (i) have more than three Executive Board members and (ii) are both listed and subject to equal co-determination must in future appoint at least one woman and one man as Executive Board members (Section 76 (3a) AktG).

The Executive Board of HOCHTIEF Aktiengesellschaft consists of one woman and three men and thus complies with the legal requirement.

Description of the diversity policy pursued with regard to the composition of the Executive Board and Supervisory Board in relation to aspects such as age, gender, and educational or professional background, together with the objectives of that policy, the way in which it is implemented, and outcomes in the reporting year

1. Supervisory Board

In order to implement a diversity policy for the Supervisory Board, the Supervisory Board has both set targets for its composition and adopted a profile of skills and expertise for the Supervisory Board as a whole. The objective is for the Supervisory Board to be composed such that it is able to provide professional control and advice for the Executive Board. In addition, the Supervisory Board is to be composed in such a way that its members as a group possess the knowledge, ability, and professional experience required to properly complete its tasks. It cannot be expected in this connection for every single member of the Supervisory Board to possess all requisite knowledge and experience in full. However, at least one member of the Supervisory Board is required to be available as an expert authority for each area of the Supervisory Board’s work, thus ensuring that the requirement of comprehensive expertise and experience is collectively met by the members of the Supervisory Board.

Means of implementation

Attainment of the objectives of the diversity policy for the Supervisory Board is assured by the fact that the elements of that policy are enshrined in law, the Code of Procedure, and the profile of skills and expertise for the Supervisory Board. For shareholder representatives on the Supervisory Board, the Nomination Committee additionally ensures compliance with the objectives regarding the Supervisory Board’s composition. The Committee takes account of the aforementioned objectives in its nominations for election to the Supervisory Board. At the same time, it also gives due consideration to fulfilment of the profile of skills and expertise for the Supervisory Board as a whole.

Outcomes attained

With its current composition as the outcome of the Supervisory Board elections in spring 2021 and by three appointments by court, the Supervisory Board complies with the requirements of the above-mentioned diversity policy:

2.  Executive Board

For the composition of the Executive Board, the Supervisory Board aims for an adequate “Diversity of Minds”. This comprises broad diversity with regard to internationality, as well as educational and professional background. The Supervisory Board assesses the achievement of such target, inter alia, on the basis of the following specific indicators:

• adequate share of members with an international background (e.g. based on origin or extensive professional experience abroad), ideally with a connection to the regions in which HOCHTIEF is operating;
• adequate diversity (women/men) with regard to educational and professional background.

Moreover the Supervisory Board has stipulated an age limit for members of the executive board. According to this a member of the Executive Board may not be older than 69 at the moment of his/her appointment.

Means of implementation

Implementation of the objectives pursued with the diversity concept for the Executive Board is ensured by the rule being enshrined in law and by the corresponding implementation resolution of the Supervisory Board. In addition, the Supervisory Board's Human Resources Committee ensures compliance with the objectives of the diversity concept for the Executive Board through its candidate proposals to the full Supervisory Board.

Outcomes attained

• Since April 2023, the Board has comprised one woman and three men.
• The Board includes one member with a degree in construction engineering. In addition, the Board includes three members with a commercial degree or business diploma.
• All Executive Board members have many years of experience in the construction industry or related industries, including through their work in the HOCHTIEF Group.
• 3 Executive Board members have already lived and/or worked abroad.
• 2 Executive Board members have a foreign nationality (Spain/Australia).
• The specified age limit for Executive Board members has been observed in the appointment of all members.

Long-term succession planning for the Executive Board

In cooperation with the Executive Board the Supervisory Board shall provide for a long-term succession planning concerning the appointment to the Executive Board. HOCHTIEF aims at appointing primarily candidates to the Executive Board developed in the company, as it does for all senior managerial staff positions. The task of the Executive Board is to recommend to the Supervisory Board a sufficient number of suitable candidates.

The long-term succession planning of HOCHTIEF depends on the company strategy. It is based on a systematic managerial staff development containing the following key elements:

• Early identification of suitable candidates (female and male candidates)
• Systematic development of the managerial skills by assuming tasks with increasing responsibility, if possible in different businesses, regions and functions
• Confirmed operational success and leadership skills, especially under challenging business conditions
• Exemplary role in implementing our corporate values.

Regardless of the above criteria, the Supervisory Board is convinced that in the end only the holistic assessment of the individual personality is a decisive factor for an appointment as Member of the Executive Board of HOCHTIEF.

Information on members of the Audit Committee with expertise in the fields of accounting and auditing in accordance with Recommendation D.3 of the German Corporate Governance Code

According to Principle 15 of the German Corporate Governance Code, at least one member of the Audit Committee must have expertise in accounting and at least one other member of the Audit Committee must have expertise in auditing. The relevant members of the Audit Committee are Dr. García Sanz, the Chairman of the Committee, in the field of accounting, and Mr. García Altozano in the fields of accounting and auditing.

Dr. García Sanz studied at the Business School in Wiesbaden. Part of his studies in business administration was accounting and the related processes. As part of his various management positions in the purchasing department of the General Motors Group, he was regularly involved in financial and accounting issues. This included, in particular, knowledge of the financial situation of suppliers and regular discussions with the suppliers' Chief Financial Officer. From 2001 to 2018, he was responsible for Procurement in the Volkswagen Group as Brand Board Member and subsequently as member of the Executive Board of Volkswagen AG. As part of the Executive Board's overall responsibility for the company, he regularly dealt with the financial matters of the respective company in the Group, such as accounting, risk management, the annual financial statements and corresponding discussions with the auditors. Since leaving the Executive Board of Volkswagen, Dr. García Sanz has also served on the supervisory boards or boards of directors and audit committees of several European companies and in this capacity regularly deals with accounting issues.

Mr. García Altozano holds an MBA from the University of Dayton, Ohio (USA) and a degree in Civil Engineering from the University of Madrid. He is Corporate General Manager of ACS, Actividades de Construcción y Servicios, S.A., the majority shareholder of HOCHTIEF. He is responsible for all financial matters of the ACS Group including all accounting and auditing issues at Group level. In the course of his professional career, Mr. García Altozano was, among other things, General Manager of the Spanish state holding company INI, where he was also responsible for the commercial aspects of the important state-owned companies Iberia Airlines and Endesa. From 1990 to 1996 he was President of Bankers Trust for Spain and Portugal and a member of the European Board. In this capacity he managed a large number of financial transactions and private equity investments.

 
Self-assessment by the Supervisory Board (efficiency evaluation)

The Supervisory Board’s most recent self-assessment (efficiency evaluation) with a questionnaire took place in the fall of 2023. The Supervisory Board discussed the main outcomes and measures for improvement.

Committees of the Supervisory Board (chair/members):

Qualification Matrix for the Supervisory Board
(Recommendation C.1 German Corporate Governance Code)