Hornbach-Baumarkt-AG Group

CORPORATE GOVERNANCE 21
of its Board of Management and Supervisory Board, as well as
of other management positions, HORNBACH-Baumarkt-
Aktiengesellschaft accords priority above all to the knowledge,
ability and expert experience of the individual in question.
f) Point 5.4.2 Sentence 3:
In Point 5.4.2 Sentence 3, the Code recommends that the
supervisory board should not include more than two former
management board members. This is intended to ensure the
autonomy of the supervisory board in its advising and monitoring
of the management board. However, the Code does not
stipulate any number of years for which a former member of
the management board is impaired in this respect following
his departure from the management board. As a matter of
precaution, the company therefore declares that it deviates
from the recommendation made in Point 5.4.2 Sentence 3,
even though Dr. Wolfgang Rupf, Albrecht Hornbach and Martin
Hornbach retired from their positions on the Board of Management
of HORNBACH-Baumarkt-Aktiengesellschaft on
October 31, 1996, October 31, 2001 and December 31, 2001
respectively.
g) Point 5.4.6 (3) Sentence 1:
In Point 5.4.6 (3) Sentence 1, the Code recommends that the
compensation of supervisory board members be reported in
the notes to the financial statements or the management
report on an individual basis and broken down into its constituent
components. As the compensation of the Supervisory
Board is governed by the Articles of Association, we see no
necessity to disclose individual compensation packages.
Bornheim bei Landau, December 19, 2012
HORNBACH-Baumarkt-Aktiengesellschaft
The Supervisory Board The Board of Management
The above Declaration of Conformity dated December 19,
2012 has been published on the internet together with all
earlier Declarations of Conformity and is also available as a
download [ www.hornbach-group.com/Declaration/HBM ].
Relevant corporate governance practices
We base our entrepreneurial activities on the legal frameworks
valid in the various countries in which we operate. This places
a wide variety of obligations on the HORNBACH-Baumarkt-AG
Group and its employees in Germany and abroad. As well as
managing the company responsibly in accordance with the
relevant laws, ordinances and other guidelines we have also
compiled internal group guidelines setting out the system of
values and management principles we adhere to at the Group.
Compliance
In a competitive climate, only those companies which manage
to convince their customers with their innovation, quality,
reliability, dependability and fairness on an ongoing basis will
succeed in the long term. Here, we see compliance with legal
requirements, internal company guidelines and ethical principles
(compliance) as absolutely crucial. HORNBACH’s corporate
culture is based on these principles, key aspects of which
are also formulated in the company’s Corporate Compliance
Policy [ Internet: www.hornbach-group.com/Compliance_
Policy/HBM ]. These focus above all on the integrity of our
business dealings, protecting our internal expertise, compliance
with antitrust law and all requirements governing international
trade, correct documentation and financial communications,
and equality of opportunity and the principle of
sustainability.
At HORNBACH, adherence with compliance requirements is
consistently expected of its employees and business partners
and is also monitored, with sanctions being imposed where
necessary. In October 2009, the Board of Management entrusted
the coordination and documentation of compliance
activities across the Group to a Chief Compliance Officer. This
manager is responsible for establishing and permanently
optimizing the organizational structures necessary to enforce
the Group’s Corporate Compliance Policy. The group internal
audit department audits compliance with the Corporate Compliance
Policy at regular intervals.