Corporate governance is concerned with the structures and processes of good business management, supervision and transparency.
Corporate Governance Code
Bilfinger Berger supports the goal set out by the 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 14, 2007 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 6, 2007. It states: “Bilfinger Berger AG complies with all of the recommendations of the German Corporate Governance Code as amended on June 14, 2007. 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 2006, Bilfinger Berger has complied with all of the recommendations of the German Corporate Governance Code as amended on June 12, 2006 with the exception of the aforementioned recommendation in Clause 5.4.3, Sentence 3.”
Bilfinger Berger also fulfills nearly all nonbinding proposals of the German Corporate Governance Code. Excepted from this are only the accessibility of the proxy representative of the shareholders, also during the Annual General Meeting (Clause 2.3.3) and the inclusion of components of Supervisory Board compensation based on the long-term performance of the enterprise, (Clause 5.4.7). The Supervisory Board sitting until the Annual General Meeting on May 21, 2008 has a unified period in office. For the new election in this Annual General Meeting, a varying period in office for two shareholder representatives on the Supervisory Board is proposed in accordance with the Code proposal in Clause 5.4.6.
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.