Archive Declaration on Corporate Governance 2021

Declaration on Corporate Governance of HOCHTIEF Aktiengesellschaft and for the HOCHTIEF Group pursuant to Section 289f and 315d of the German Commercial Code (HGB) (2021; Balance sheet date December 31, 2020)

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 2020, 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 (Sections 76 (4) and 111 (5) 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. The first date stipulated for attainment must be no later than June 30, 2017.

On September 24, 2015, the Supervisory Board of HOCHTIEF Aktiengesellschaft had set a target of 0% for the percentage of women on the Company’s Executive Board and the period up to June 30, 2017 as the target attainment period. The status quo was thus retained with regard to the Executive Board. For each of the two management levels beneath the Executive Board, the Executive Board of HOCHTIEF Aktiengesellschaft had set a target of 7.69% and the period up to June 30, 2017 as the attainment period; the target relates solely to HOCHTIEF Aktiengesellschaft (without subsidiaries). This retained the status quo.

At the end of the target attainment period, on June 30, 2017, the percentage of women on the Company’s Executive Board was equal to the target of 0%. The target of 7.69% for the first management level beneath the Executive Board was exceeded, with 11.1%. For the second management level beneath the Executive Board, the target of 7.69% was even substantially exceeded, with 25.0%.

The Supervisory Board of HOCHTIEF Aktiengesellschaft has once again set a target of 0% for the percentage of women on the Company’s Executive Board; this target relates solely to HOCHTIEF Aktiengesellschaft (without subsidiaries). As the target attainment period, it stipulated the period up to June 30, 2022. The status quo is thus retained with regard to the Executive Board. This does not preclude the possibility of raising the percentage of women by the end of the target attainment period.

The Executive Board of HOCHTIEF Aktiengesellschaft has set a target of 11.1% for the first and a target of 25.0% for the second management level beneath the Executive Board; these targets relate solely to HOCHTIEF Aktiengesellschaft (without subsidiaries). As the target attainment period, it stipulated the period up to June 30, 2022. The status quo is thus retained with regard to these two management levels. This does not rule out an increase in the percentage of women at these two management levels before expiration of the target attainment period.

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 2020

PDF (158.5 KB)

Compliance with the minimum quotas for appointments of women and men to the Supervisory Board in accordance with Section 96 (2) 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 in spring 2016. The Supervisory Board has since comprised five women and eleven men. There was no change in this regard during 2020.

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 2016, the Supervisory Board complied with the requirements of the above-mentioned diversity policy in 2020:

2.    Executive Board

Under the CSR Directive Implementation Act, additional disclosures are required for annual and consolidated financial statements since 2017. The rules require, for the first time, a description of the diversity policy applied for the Executive Board with regard to the latter’s composition in terms of aspects such as age, gender, and educational or professional background, together with the objectives of that policy. If a company does not apply such a diversity policy for the Executive Board, it is required to explain the fact.

In this context the Supervisory Board already 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.

In addition to that, the Supervisory Board has appointed over the course of the last few years an Executive Board team, currently comprising four men, who deliver excellent performance. For that reason, the Supervisory Board has resolved a target of 0% for the percentage of women on the Executive Board of HOCHTIEF Aktiengesellschaft. As the target attainment period, it stipulated the period up to June 30, 2022. In the event that a new Executive Board member needs to be appointed prior to that date, that will be the right time to adopt a diversity policy for the Executive Board and take it into account in making the new appointment.

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 elements:

• Identification of suitable candidates (male and female candidates) at an early stage
• Systematic development of the managerial skills by assuming tasks with increasing responsibility, if possible in different business areas, regions and functions
• Confirmed strategic as well as operative success and leadership skills, especially under challenging business conditions
• Role model in implementing our corporate values.

Irrespective of these individual criteria the Supervisory Board is convinced that the holistic assessment of the individual personalities may ultimately be considered as the decisive factor for an appointment to the Executive Board of HOCHTIEF.

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 2018. The Supervisory Board discussed the main outcomes and measures for improvement.

Committees of the Supervisory Board (chair/members):