annual report 2009 - bei der Hamborner REIT AG

to our sHareHolders management report Financial statements supplementary inFormation
Corporate governance
18
Hamborner reit ag | annual report 2009
Corporate governance report
Commensurate with the recommendations in Section 3.10 of the German Corporate Govern-
ance Code in the version of 18 June 2009, the Managing Board and Supervisory Board
report on the Corporate Governance at the company as follows:
Transparency and good company management always rank very highly for the Managing
Board and Supervisory Board of HAMBORNER. This is all the more necessary, especially
against the background of the global financial and economic crisis that has not yet been
overcome, to gain and strengthen the confidence of investors and other stakeholders. For
this reason we regularly, promptly and comprehensively inform our shareholders, all other
capital market participants, financial market analysts as well as the relevant media, but also
our employees, about the position of the company and any significant changes. We use a
multitude of possible information and communication channels for this purpose.
Worth mentioning here in particular are our annual report, the regular interim reports for
the quarters and for the half-year, our publications on disclosure under capital market legislation
such as "ad-hoc announcements" or notifications on "directors‘ dealings", but also the
attendance at events with financial analysts or the publication of press releases on current
topics about the company. In the process, we primarily use the Internet for the distribution
of information. We provide all the above-mentioned company information to the interested
public on our website.
Since the entry into force of the German Corporate Governance Code, the Managing Board
and Supervisory Board have dealt with the recommendations of the code at regular intervals
and – as far as possible and necessary – implemented them promptly. The objective was and
always is to ensure a good and reliable company development geared to sustainability in the
interests of all stakeholders.
The code as such was recently the subject of the Supervisory Board meeting on 19 November
2009. The items discussed in detail at this meeting were the numerous changes to the
new code version dated 18 June 2009, which was published in the electronic German Federal
Gazette on 5 August 2009 and has applied since then, but also the changes to company and
commercial law, which were enacted on the basis of the German Accounting Law Modernisation
Act (BilMoG) and the German Act on the Appropriateness of Management Remuneration
(VorstAG) and which are relevant for the Corporate Governance of HAMBORNER.
The amendment of Art. 93 Para. 2 Clause 3 of the German Stock Company Act [AktG],
based on the German Act on the Appropriateness of Management Remuneration, which
also resulted in the adjustment of Section 3.8 of the Code, was specifically implemented at
HAMBORNER. According to this, a deductible of at least 10% of the claim up to at least the
level of one and a half times the fixed annual remuneration of the member of the Managing
Board is to be agreed in the event of D&O liability insurance concluded by the company for
the directors. For this reason, our insurance policies have already been adjusted ahead of
time in spite of a transition period up to 1 July 2010. Such an adjustment was also undertaken
for the D&O liability insurance policies of the members of the Supervisory Board of
our company commensurate with the requirements of the Code.
Since the introduction of the Code in the year 2002, we at HAMBORNER have already
complied with the obligation to substantiate possible deviations from the code recommendations,
which had only been designated up to now as a recommendation in Section 3.10
of the Code and is now cast into written law of a compulsory nature on the basis of the
amendment of Art. 161 of the German Stock Company Act.