Corporate governance report

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

Bilfinger Berger AG is a stock corporation under German law. The management bodies of the Company are the Executive Board, the Supervisory Board and the Annual General Meeting. Bilfinger Berger is managed in accordance with both German and international standards.

Corporate Governance Code
Bilfinger Berger supports the goal of enhancing confidence in the management and supervision of stock corporations among national and international investors, customers, employees and the public, by means of a Corporate Governance Code for all companies listed on German stock exchanges. The management of Bilfinger Berger AG complies with the criteria of the German Corporate Governance Code as set out in the version of June 2, 2005 with one necessary exception. The details are contained in the Declaration of Compliance issued pursuant to Section 161 of the German Stock Corporation Act by the Executive Board and the Supervisory Board on December 7, 2005. It states:

"Bilfinger Berger AG complies with all of the recommendations of the German Corporate Governance Code in the version of June 2, 2005. The sole exception is the recommendation of Clause 5.4.3, Sentence 3 (announcement to the shareholders of the proposed candidates for Chair of the Supervisory Board), because this recommendation is not compatible with the distribution of competencies laid down in the German Stock Corporation Act. The election of the Supervisory Board Chairman is the responsibility of the Supervisory Board alone.

Since issuing the Declaration of Compliance of December 2004, Bilfinger Berger has complied with all of the recommendations of the German Corporate Governance Code in the version of May 21, 2003."