Corporate governance is concerned with the structures and processes of good business management, supervision and transparency. Bilfinger Berger recognized the importance of good corporate governance at an early stage. With regard to its corporate management, supervision and transparency, Bilfinger Berger is oriented to national and international standards.
Corporate Governance Code
Bilfinger Berger supports the goal of the German Corporate Governance Code of enhancing the transparency and comprehensibility of the corporate governance systems and fostering trust among national and international investors, customers, employees and the public in the management and supervision of German listed companies. Bilfinger Berger AG complies with all of the recommendations of the German Corporate Governance Code as amended on June 12, 2006 with one necessary exception. The details are given in the Declaration of Compliance issued pursuant to Section 161 of the German Stock Corporation Act by the Executive Board and the Supervisory Board on December 7, 2006. It states:
"Bilfinger Berger AG complies with all of the recommendations of the German Corporate Governance Code as amended on June 12, 2006. The sole exception is the recommendation in Clause 5.4.3, Sentence 3 (announcement to the shareholders of the proposed candidates for the Chair of the Supervisory Board), because this recommendation is not compatible with the distribution of competencies laid down in the German Stock Corporation Act. The election of the Supervisory Board Chairman is the responsibility of the Supervisory Board alone.
Since issuing the Declaration of Compliance of December 2005, Bilfinger Berger has complied with all of the recommendations of the German Corporate Governance Code as amended on June 2, 2005 with the exception of the aforementioned recommendation in Clause 5.4.3, Sentence 3."
Corporate governance structure
Bilfinger Berger AG is a stock corporation under German law and as such has a dual management and monitoring structure consisting of the Executive Board and the Supervisory Board. The third body of the Company is the Annual General Meeting. At present, no use is made of the possibility of forming an advisory board, as allowed by Article 15 of our Articles of Incorporation, which are published on our Internet website.