HOCHTIEF Annual Report 2010
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as employee and shareholder representatives. With regard to the shareholder representatives on the Supervisory Board, however, the decision on this remains subject to the Supervisory Board’s future choice of candidates for proposal to the General Shareholders’ Meeting and the ensuing vote at the Meeting. Taking the foregoing into account, the Supervisory Board is composed in such a way that its members as a group possess the knowledge, ability and expert experience required to properly complete its tasks.

One focus of corporate governance activities during the year again related to the onward development of our compliance system*. Compliance with the law and internal guidelines has long been an essential management responsibility at HOCHTIEF. A Code of Conduct first adopted in 2002 has been supplemented in the meantime by a comprehensive set of rules. This is regularly reviewed and updated as necessary. The statutory requirements are explained in greater depth and in concrete terms in various Group directives and circulars.

A compliance system is in place for the onward development, control and implementation of compliance. Compliance officers keep the HOCHTIEF workforce up to date on the main points of the law, the Code of Conduct and HOCHTIEF’s internal directives. Training is provided both in the classroom and using interactive e-learning programs—on combating corruption, for example, or on preventing illegal forms of employment. Compliance officers are also there to advise preventively on specific questions. Topics discussed notably included attendance of customer events and invitations by business contacts, acceptance of gifts, sponsorship of

cultural events and proper conduct toward holders of public office.

Since 2009, HOCHTIEF has operated and gradually fine-tuned a further, supplementary compliance element in the form of a whistleblower system based around an internal and an external hotline. The Chief Compliance Officer and an outside law firm specializing in criminal law are available to take calls. HOCHTIEF employees can speak to them and report—where required anonymously and confidentially—information on possible breaches of compliance in Group companies. Use of the hotline is also open to outsiders.

Compensation report
The Compensation Report forms an integral part of the combined Management Report.

Executive Board compensation for the 2010 fiscal year

The Executive Board compensation system is geared toward long-term, sustainable management goals. Total compensation for members of the Executive Board is set by the Supervisory Board. The compensation system for the Executive Board is also decided and regularly reviewed by the Supervisory Board. The Supervisory Board’s Human Resources Committee prepares the relevant motions for resolution by the full Supervisory Board. The compensation system was approved by a large majority at the ordinary General Shareholders’ Meeting on May 11, 2010.

Executive Board member compensation comprises a fixed salary supplemented by variable, performance-linked

*For further information, please see page 55.
Compensation for the 2010 [2009] fiscal year

(EUR thousand) Fixed compensation Performancelinked compensation Non-cash benefits Total
Dr. Lütkestratkötter 816 [785] 1.065 [819] 46 [62] 1,927 [1,666]
Dr. Lohr 544 [523] 710 [546] 36 [35] 1,290 [1,104]
Dr. Noé 544 [523] 710 [546] 42 [61] 1,296 [1,130]
Dr. Rohr 544 [523] 710 [546] 28 [29] 1,282 [1,098]
Dr. Stieler 544 [436] 710 [455] 25 [20] 1,279 [911]
Executive Board total 2,992 [2,790]*** 3,905 [2,912]*** 177 [207]*** 7,074 [5,909]**

*Prior-year figures excluding figures for Albrecht Ehlers, who stepped down from the Executive Board in fiscal 2009 (total amount: EUR 242,000)

     

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HOCHTIEF Annual Report 2010 | Copyright © 2010 HOCHTIEF AG
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