Declaration of Conformity with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG)
The Board of Management and Supervisory Board of HORNBACH-Baumarkt-Aktiengesellschaft hereby declare pursuant to § 161 of the German Stock Corporation Act (AktG):
I. Future-related section
The recommendations of the “German Corporate Governance Code” in the version dated May 13, 2013 and published in the Federal Official Gazette on June 10, 2013 will basically be complied with in future. No application will be made of the recommendations in Points 3.8 (3), 4.1.5, 4.2.3 (4) and (5), 4.2.5 (3), 5.3.3, 5.4.1 (2) and (3), 5.4.2 Sentence 3 and 5.4.6 (3) Sentence 1.
These deviations from the recommendations are due to the following considerations:
a) Point 3.8 (3):
In Point 3.8 (3), the Code recommends agreeing a specified deductible in any D&O insurance policy taken out for supervisory board members. For supervisory board members as well, this should be based on the legal requirements for management board members arising due to the Act on the Appropriateness of Management Board Compensation (VorstAG) dated July 31, 2009. No such deductible has been agreed at the expense of Supervisory Board members. This would reduce the attractiveness of Supervisory Board activities, and thus also the company’s chances in the competition to attract qualified candidates. Furthermore, it would also improperly apply to employee representatives. The recommendation made in Point 3.8 (3) is therefore not followed.
b) Point 4.2.3 (4) and (5):
Furthermore, no application is made of the recommendations in Point 4.2.3 (4) (“severance payment cap”) and (5) (“change of control compensation cap”) of the Code. The deviation to Point 4.2.3 (4) and (5) is due to competition-related factors. Apart from that, it still has to be definitively clarified whether and how the recommendations in Point 4.2.3 (4) are legally enforceable.
c) Point 4.2.5 (3):
The compensation paid to the Board of Management is not presented separately for each member. The Annual General Meeting held on July 7, 2011 resolved to uphold the more guarded approach towards reporting management board compensation. For the same reason, no use is made of the “model tables” included in the “German Corporate Governance Code”.
d) Point 5.3.3:
In Point 5.3.3, the Code recommends that the supervisory board should form a nomination committee composed exclusively of shareholder representatives which proposes suitable candidates to the supervisory board for its election proposals to the Annual General Meeting. The company’s Supervisory Board has not formed such a committee. Based on our experience to date, the establishment of such a committee would not appear to be necessary.
e) Point 5.4.1 (2) and (3) and Point 4.1.5:
The company deviates from the recommendations made in Points 5.4.1 (2) and (3) and in Point 4.1.5. In the interests of the company, in terms of the composition 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. Given that the amount of compensation paid to the Supervisory Board is governed by the Articles of Association, we see no need to disclose individual compensation packages.
II. Past-related section
Period since submission of previous Declaration of Conformity on December 19, 2012 through to publication of new version of Code on June 10, 2013:
The recommendations of the “German Corporate Governance Code” in the version dated May 15, 2012 and published in the Federal Official Gazette on June 15, 2012 were complied with in the period since the submission of the previous Declaration of Conformity on December 19, 2012 through to publication of the new version of the Code on June 10, 2013 with the exception of the deviations already listed and substantiated for the future in Section I (apart from the deviation reported under c) (Point 4.2.5 (3)) – to the extent that such deviations refer to recommendations included in the version of the Code dated May 15, 2012. Furthermore, due to the reasons outlined below no application was made of the recommendation in Point 5.2 (2) Sentence 1:
The recommendations in Point 5.2 (2) Sentence 1 of the Code included the recommendation that the supervisory board chairman should also chair the committee that handles contracts with management board members. The company deviated from this recommendation. This was to avoid any mere appearance of a conflict of interest on the part of the Supervisory Board Chairman that could result from the fact that he is the brother of the Chairman of the Board of Management of HORNBACH-Baumarkt-Aktiengesellschaft.
Period since publication of new version of Code on June 10, 2013:
The recommendations of the “German Corporate Governance Code” in the version dated May 13, 2013 and published in the Federal Official Gazette on June 10, 2013 were complied with apart from the deviations already listed and substantiated for the future in Section I.
Bornheim bei Landau, December 2013
The Supervisory Board The Board of Management
Statement of Compliance
2013(as of 2013/12/18; PDF, 33 KB)
2012(as of 2012/12/19; PDF, 30 KB)
2012(as of 2012/05/15; PDF, 98 KB)
2011(as of 2011/12/20; PDF, 32 KB)
2010(as of 2010/12/16; PDF, 33 KB)
2009(as of 2009/12/16; PDF, 30 KB)
2009(as of 2009/05/19; PDF, 28 KB)
2008(as of 2008/12/16; PDF, 183 KB)
2007(as of 2007/11/28; PDF, 31 KB)
2006(as of 2006/11/28; PDF, 94 KB)
2005(as of 2005/12/08; PDF, 96 KB)
2004(as of 2004/12/09; PDF, 26 KB)
2003(as of 2003/11/26; PDF, 31 KB)
2002(as of 2002/11/27; PDF, 13 KB)