A further focus of consultations in the plenary sessions of the Supervisory Board was the Group's earnings development. The Supervisory Board also received reports on the progress of all concession projects. Detailed examinations were also carried out of general issues of Group structure and the management of subsidiaries and associated companies, corporate planning, return-on-capital-employed controlling, and the comparison of the course of business with the expected figures. The Supervisory Board dealt extensively and on several separate occasions with the spin-off of the Building and Civil divisions, currently being run as Bilfinger Berger AG's operative business, into legally independent entities. It will propose, together with the Executive Board, to the Annual General Meeting on May 21, 2008, that this measure be approved so that a homogeneous Group structure can be created. The shareholder structure and changes in it were discussed with the Executive Board twice in the past financial year. Upon the proposal of the Audit Committee, the Supervisory Board decided on the main areas for the audit of the individual and consolidated financial statements for the 2007 financial year.
The Supervisory Board has dealt extensively with the issue of compliance and, through its Audit Committee, has accompanied the form and application of the Bilfinger Berger Compliance System which was implemented in its current structure in 2006.
The Supervisory Board again dealt in detail with the German Corporate Governance Code; among other things, it evaluated the efficiency of its own activities. The Declaration of Compliance that was jointly issued by the Supervisory Board and the Executive Board on December 6, 2007 pursuant to Section 161 of the German Stock Corporation Act states that Bilfinger Berger AG complies with all of the recommendations of the Code as amended on June 14, 2007. The sole exception is the recommendation of Clause 5.4.3, Sentence 3 (announcement to the shareholders of 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. The Declaration of Compliance has been posted on the Company’s website, where it is permanently available to the shareholders. No conflicts of interest arose in the Supervisory Board during the year under review.
Corporate Governance Report
Committees
In order to enhance the efficiency of its activities, the Supervisory Board formed a Presiding Committee, an Audit Committee and – in accordance with section 5.3.3 of the German Corporate Governance Codex in its newest version – a Nomination Committee. In addition, in accordance with Article 11, Paragraph 2 of the Articles of Incorporation, a committee of the Supervisory Board has been formed to perform the duties described in Article 31, Paragraph 3 of the German Industrial Codetermination Act (Mediation Committee). The current composition of the Supervisory Board and its committees can be seen in the section of the Annual Report entitled “Boards of the Company”. The Chairmen of the Committees reported to the plenary session of the Supervisory Board in its meetings concerned with the work of their respective committees.
Boards of the Company