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Dr. rer. pol. h. c. Martin<br />

Kohlhaussen, Chairman of the<br />

Supervisory Board<br />

10 Annual Report 2009<br />

Report of the Supervisory Board<br />

Dear Shareholders,<br />

Throughout the fiscal year, the Supervisory Board closely<br />

supervised and advised the Executive Board’s management<br />

of the Company, and performed the tasks and<br />

responsibilities incumbent upon it by law, under the<br />

Company’s Articles of Association and under the Supervisory<br />

Board’s Code of Procedure. The Supervisory<br />

Board was involved in all decisions of fundamental importance<br />

to the Company. The Executive Board provided<br />

the Supervisory Board on a regular basis with<br />

timely and comprehensive written and verbal reports<br />

on the financial position and development of the Company<br />

and the Group, planned business policies, corporate<br />

planning, the risk position, risk management<br />

and key transactions.<br />

The Supervisory Board held four meetings in fiscal year<br />

2009. All members of the Supervisory Board attended<br />

at least half of these meetings. The Supervisory Board<br />

passed the resolutions required by law and the Articles<br />

of Association, with decisions taken on the basis of the<br />

Executive Board’s reports. Outside of its meetings, the<br />

Supervisory Board was kept fully abreast of particularly<br />

significant or urgent projects and events and, where<br />

necessary, asked to approve actions by way of a circular<br />

resolution. The Chairman of the Supervisory Board<br />

also maintained regular contact with the Executive<br />

Board outside of meetings and kept himself informed<br />

of the current status of the business and key transactions.<br />

The global economic crisis and the situation on the finan-<br />

cial markets continued to be core topics of discussion.<br />

Particular attention was paid in this connection to the<br />

differing trends in the Americas, the Asia/Pacific region—<br />

where moves toward recovery are already visible in<br />

some parts—and in Europe, with their varied impacts<br />

on the operating business at a time when Group order<br />

books were very strong indeed. A major point of focus<br />

was therefore on planning certainty and on safeguarding<br />

liquidity, which was successfully achieved despite<br />

the fraught economic environment. Closely related to<br />

this, the Supervisory Board addressed exchange rate<br />

trends and specifically the persistent weakness of the<br />

Australian dollar despite a marked recovery of the exchange<br />

rate in the third quarter.<br />

As part of a competition analysis, the Supervisory Board<br />

reviewed Group strategy and financial planning with a<br />

view to enhancing financial strength, further integrating<br />

products and services along the value chain, differentiating<br />

through technology leadership and expanding service<br />

activities. A key focus of attention was the situation<br />

concerning margins. On a closely related subject area,<br />

the Supervisory Board discussed in detail the Group’s<br />

medium-term corporate planning as an integrated strategy<br />

and financial planning process based on valuebased<br />

management parameters (the RONA approach),<br />

value created by individual divisions, and sustained<br />

increases in margins.<br />

A prime topic in the second half of the year was the<br />

planned public offering of the HOCHTIEF Concessions<br />

division with its consequences for the funding of capital<br />

spending and the transparency gain regarding the<br />

worth of the Group’s business portfolio by virtue of<br />

ongoing valuation by the stock market.<br />

The Supervisory Board ensured that it was regularly in-<br />

formed about business expansion in the Middle East,<br />

about activities aimed at integrating operations across<br />

the Group and in particular the potential for cross selling,<br />

as well as about human resources and management<br />

development in the Group.<br />

Other subjects of discussion included the plans and<br />

intentions of HOCHTIEF’s major shareholder, which increased<br />

its holding to just under 30 percent, and the<br />

implications of new legislation (BilMoG and VorstAG)<br />

concerning the modernization of financial reporting law<br />

and reasonable levels of management compensation.

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