Corporate governance report

Bilfinger Berger attaches great importance to good corporate governance. The principles of good and responsible corporate governance guide the actions of the management and control functions of Bilfinger Berger SE. The term ‘corporate governance’ comprises the entire management and control system of a company, including its organization, its socio-political principles and guidelines as well as the internal and external monitoring and control mechanisms. Good and transparent corporate governance ensures the responsible, value oriented management and control of the company.

German Corporate Governance Code
The company 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 March 21, 2011, in accordance with Section 161 of the German Stock Corporation Act (AktG), the Executive Board and Supervisory Board issued the following statement:

“Bilfinger Berger SE complies with all of the recommendations of the German Corporate Governance Code as amended on May 26, 2010 with the following exceptions:

• The Supervisory Board does not comply with the recommendation in Section 5.1.2 Paragraph 1 Sentence 2 Clause 2 (seeking an appropriate consideration of women) insofar as it is guided solely by the qualification of those persons available when filling Executive Board positions and, in this connection, the sex of those persons does not play a decisive role in the decision.