Corporate governance report

Corporate governance is concerned with the structures and processes of good business management, supervision and transparency.

Corporate Governance Code
Bilfinger Berger supports the goal set out by the German Corporate Governance Code of enhancing the transparency and comprehensibility of the corporate governance system and fostering trust among national and international investors, customers, employees and the public in the management and supervision of German listed companies. On December 8, 2009 in accordance with Section 161 of the German Stock Corporation Act, the Executive Board and Supervisory Board issued the following statement:

“Bilfinger Berger AG complies with all of the recommendations of the German Corporate Governance Code as amended on June 18, 2009 with the following exceptions:

• The recommendation in section 5.4.3 sentence 3 (announcement to shareholders of proposed candidates for the Chair of the Supervisory Board) is not followed because this recommendation does not conform with the distribution of competences as set out in the German Stock Corporation Act, which states that the election of the Supervisory Board Chairman is the responsibility of the Supervisory Board alone.
• The recommendation in section 3.8 sentence 5 (deductible in a D&O insurance for the Supervisory Board) is currently not followed because this recommendation, announced on June 18, 2009, in section 3.8. sentence 5 of the German Corporate Governance Code, had not been made at the time of closing of the D&O insurance contract. Bilfinger Berger AG intends to amend the D&O insurance contract so that the deductible for the Supervisory Board that it calls for is in line with the recommendation in section 3.8 sentence 5.
• The recommendation in section 4.2.3 sentence 5 (consideration of both positive and negative developments in variable remuneration) was not taken fully into account in those employment contracts concluded prior to the announcement of the recommendation to the extent that they take only a single year as a point of reference for the annual bonus. In spring 2010, the Supervisory Board of Bilfinger Berger AG will review, with regard to the Act on the Appropriateness of Executive Board Remuneration from July 31, 2009, the degree to which the amended legal situation under the recommendation in section 4.2.3 sentence 5 of the German Corporate Governance Code will be taken into account in the future.

Since issuing the Declaration of Compliance of December 2008, Bilfinger Berger has complied with all of the recommendations of the German Corporate Governance Code as amended on June 6, 2008 with the exception of the aforementioned recommendation in section 5.4.3 sentence 3.”