Deutsch Search Activities Careers News & Media Sustainability Investor Relations About HOCHTIEF Home About HOCHTIEF Corporate Governance Transparency and integrity as success factors 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) Compliance Declaration pursuant to Section 161 of the German Stock Corporations Act (AktG) Relevant disclosures on corporate governance practices Presentation of the working practices of the Executive Board and Supervisory Board, as well as of the composition and working practices of their Committees 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. 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. Diversity Profile of skills and expertise International expertise Age limit for Supervisory Board members Independence and potential conflicts of interest 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: Since the Supervisory Board elections in spring 2016, the Supervisory Board has comprised five women and eleven men. The Supervisory Board has several members who hold a degree in construction engineering. In addition, the Supervisory Board includes members with degrees in business or law and a German public auditor. Six shareholder representatives on the Supervisory Board have many years’ experience in the construction industry or related sectors; six employee representatives on the Supervisory Board have many years’ experience in the construction industry from employment within the HOCHTIEF Group. All eight shareholder representatives on the Supervisory Board have lived and/or worked abroad. Of the eight shareholder representatives on the Supervisory Board, six are of foreign nationality or have a foreign second nationality (Spanish/Polish). In the current composition of the Supervisory Board, more than half of the shareholder representatives are independent of the Company and the Executive Board (Mr. Pedro López Jiménez, Mrs. Beate Bell, Mr. José Luis del Valle Pérez, Mr. Dr. Francisco Javier Garcia Sanz, Mrs. Patricia Geibel-Conrad, Mr. Luis Nogueira Miguelsanz, Mrs. Christine Wolff). In addition to that four shareholder representatives are indepentent of the controlling shareholder. These are the three ladies mentioned above and Mr. Garcia Sanz. With regard to the employee representatives on the Supervisory Board, the Supervisory Board assumes that the mere fact of holding office as employee representative on the Supervisory Board does not raise doubt as to the independence of the employee representatives. The stipulated age limit for members of the Supervisory Board has been complied with on the election or appointment of all members of the Supervisory Board. With one exception only, no member of the Supervisory Board has held office on the Supervisory Board for a period exceeding 12 years. No member of the Supervisory Board holds a board office or acts in an advisory capacity at a major competitor of the HOCHTIEF Group or maintains a personal relation with a major competitor. The Supervisory Board does not include any former members of the Executive Board, with the exception of one member of the Supervisory Board who was formerly, for a brief period within the meaning of Section 105 (2) AktG, acting deputy to an absent member of the Executive Board. 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): Previous Nomination Human Resources Audit Mediation Next Nomination Committee Pedro López Jiménez (Chairman) José Luis del Valle Pérez Christine Wolff Archive Declarations on Corporate Governance More information Compulsory disclosures (Ad-hoc & Managers‘ transactions) Executive Board Supervisory Board Sustainability at HOCHTIEF Current Compliance Declaration Compliance Declaration archive (German only) HOCHTIEF Code of Conduct HOCHTIEF-Share 66.60 -5.42% Share price minimum 15 minutes delayed 11/26/2021/17:35 Dataprotection Imprint We build Berlin New York Sydney Hamburg Prag Expertise Construction Services and mining PPP and concessions Homepage Activities Careers News & Media Sustainability Investor Relations About HOCHTIEF Follow us © HOCHTIEF Aktiengesellschaft 2021