HOCHTIEF has always based its actions on nationally and
internationally accepted standards for good and responsible
corporate governance. Corporate governance is a central
concern for HOCHTIEF and all parts of the Company. In
March 2007, the Executive Board and Supervisory Board
submitted the Compliance Declaration pursuant to Section
161 of the German Stock Corporations Act (AktG) showing
that HOCHTIEF continues to comply with all recommendations
of the German Corporate Governance Code.
Private investors are kept abreast of current developments
in the HOCHTIEF Group through our website, where we also
publish all press releases and ad-hoc disclosures. This ensures
maximum transparency and, as required by the Code,
that all shareholders and investors have access to the same
information at the same time.
Shareholders are alerted to important dates by the financial
calendar published in our annual report and quarterly
reports as well as on the Company website. Two annual
meetings for analysts and investors are supplemented by
telephone conferences when our quarterly results are published.
It has long been standard practice at HOCHTIEF
to make recordings of these conferences available on the
corporate website.
HOCHTIEF has a long-standing tradition of making it easy
for shareholders to exercise their rights at general meetings.
They can vote 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 meeting can follow the
entire proceedings in a webcast. Prior to the general meeting,
the annual report and the meeting invitation provide
shareholders with full information on the preceding fiscal
year and about all items on the agenda. All documents and
information relating to the general meeting are additionally
made available together with the annual report on our website.
We have simplified registration and legitimization for
general meeting attendance by adopting the international
standard record date. The cut-off date for shareholder legitimization
is now the 21st day before a general meeting
and the cut-off date for registration is the seventh day before
the meeting. This encourages international investors
in particular to attend general meetings and make use of
their vote.
No conflict of interest involving members of the Executive
Board or Supervisory Board has arisen requiring disclosure
to the Supervisory Board without delay. There were
no material transactions between HOCHTIEF Aktiengesellschaft
or any Group company and Executive Board members
or persons close to them in the reporting period. No
contracts were entered into between the Company and
members of the Supervisory Board.
Reportable securities transactions by board members
(directors dealings) were duly reported pursuant to Section
15a of the German Securities Trading Act (WpHG) and
published on the HOCHTIEF website. As of December 31,
2006, there was no share ownership to report pursuant to
Point 6.6 of the Code.
It was agreed with the auditors, Deloitte & Touche GmbH
Wirtschaftsprüfungsgesellschaft, that the Chairman of the
Supervisory Board would be notified without delay of any
grounds for disqualification or partiality arising during the
audit unless the grounds were immediately eliminated. It
was arranged for the auditors to report without delay on
any facts or events relevant to the work of the Supervisory
Board that may come to light during the audit. It was also
arranged for the auditors to notify the Supervisory Board
and/or note in the audit report if they should discover any
facts during the audit indicating any inaccuracy in the Compliance
Declaration submitted by the Executive Board and
Supervisory Board.