HOCHTIEF’s Supervisory Board consists of eight shareholder representatives and eight employee representatives respectively. According to legislation and HOCHTIEF’s Articles of Association, the Supervisory Board is particularly responsible for advising the Executive Board in the management of the company and monitoring the measures of the Executive Board.
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Mode of Operation of Supervisory Board
The Supervisory Board oversees and advises the Executive Board in heading up the corporation's business. The Supervisory Board is involved in all decisions of fundamental importance to the company. At regular intervals the Supervisory Board discusses business development and planning, strategy and implementation. The Supervisory Board approves the Consolidated Financial Statements of HOCHTIEF Aktiengesellschaft and the Group, with due consideration for auditing reports from the CPA performing the final audit and the recommendation of the Audit/Sustainability Committee.
The Supervisory Board makes decisions by resolution.
When the Supervisory Board votes, the Chairman has the casting vote, according to the rules of the Codetermination Act, if a second round of voting also ends in a draw.
Supervisory Board members
According to the bylaws of the Supervisory Board, the Board shall institute the following committees:
- Nomination Committee
- Human Resources Committee
- Audit/Sustainability Committee
- Mediation Committee
The committee chairs reports regularly to the Supervisory Board concerning the work of their committees.
Independence of shareholder representatives
The shareholder representatives on the Supervisory Board stipulated the appropriate number of independent members of the shareholder side within the meaning of the German Corporate Governance Code. According to this, more than half of the shareholder representatives shall be independent of the Company and the Executive Board. At least two shareholder representatives ought to be independent of the controlling shareholder.
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 independent of the controlling shareholder. These are the three ladies mentioned above and Mr. Garcia Sanz.
Supervisory Board committees
The Nomination Committee shall be responsible for suggesting suitable candidates to the Supervisory Board for its proposals to the General Shareholders' Meeting for the election of the members of the Supervisory Board. The Nomination Committee shall consist of the Chairman of the Supervisory Board and two Supervisory Board shareholder representatives. The Chairman of the Supervisory Board shall be the Chairman of the Nomination Committee.
Human Resources Committee
The Human Resources Committee prepares the personnel decisions for the Supervisory Board. Except for compensation regulations, the Human Resources Committee decides on behalf of the Supervisory Board on the amendment of employment contracts with the members of the Executive Board, on other legal transactions involving the members of the Executive Board pursuant to Section 112 of the German Stock Corporations Act (AktG), on the approval of key transactions pursuant to Principle 6 of the German Corporate Governance Code, on the consenting to other activities on the part of a member of the Executive Board pursuant to Section 88 AktG and on the consenting to other subsidiary activities, and in particular to the taking up of positions in supervisory boards or comparable supervisory bodies at companies external to the Group, on the granting of loans to the circle of individuals set out in Sections 89 and 115 AktG and on the consenting to contracts with members of the Supervisory Board pursuant to Section 114 AktG. The Human Resources Committee shall regularly discuss the long-term succession planning for the Executive Board. It shall take due account of the management planning of the company in this respect.
The Human Resources Committee consists of the Chairman of the Supervisory Board and of three Supervisory Board shareholder representatives and three Supervisory Board employee representatives respectively. The Chairman of the Supervisory Board is the Chairman of the Human Resources Committee.
The Supervisory Board establishes an Audit/Sustainability Committee within the meaning of Section 107 (3) Sentence 2 AktG which deals in particular with issues relating to the review of the accounting and to the supervision of the accounting process, the efficiency of the internal control system, the risk management systems, the internal audit system and the compliance management system as well as the auditing of financial statements, in particular the selection and independence of the auditor of financial statements, the quality of the auditing of financial statements and the services which are additionally rendered by the auditor. The Audit/Sustainability Committee may issue recommendation proposals to ensure the integrity of the accounting process. The Audit/Sustainability Committee submits to the Supervisory Board a reasoned recommendation for the appointment of the auditor, which comprises at least two candidates if the audit engagement is put out to tender. The Audit/Sustainability Committee concerns itself with the issuance of the audit engagement, the determination of the key audit areas and the fee agreement. Additionally the Audit/Sustainability Committee deals with issues relating to relevant environmental, social and governance matters. Such issues include (but are not limited to) climate, energy, human rights, IT/Cybersecurity, health and safety as well as diversity.
Half-year and quarterly financial reports must be discussed by the Audit/Sustainability Committee together with the Executive Board prior to publication unless these reports are discussed by the Supervisory Board.
The Audit/Sustainability Committee shall conduct an evaluation of the quality of the audit on a regular basis.
The Chairman of the Audit/Sustainability Committee shall have specific knowledge and experience in applying accounting principles and internal control procedures and be familiar with audits. She/He shall be independent from the company and from the Executive Board. The Chairman of the Supervisory Board shall not chair the Audit/Sustainability Committee.
The Audit/Sustainability Committee consists of five Supervisory Board shareholder representatives and five Supervisory Board employee representatives respectively.
Immediately after the election of the Chairman and Deputy Chairman of the Supervisory Board, the Supervisory Board shall establish a committee to attend to the tasks set out in Section 31 (3) Sentence 1 of the German Codetermination Act (MitbestG). This committee shall consist of the Chairman of the Supervisory Board, the Deputy Chairman and two further members, of which one shall be elected with a majority of the votes cast by the Supervisory Board shareholder representatives and one shall be elected with a majority of the votes cast by Supervisory Board employee representatives.