The Executive and Supervisory Boards have acutely addressed the material changes undertaken by the Commission of the GCGC published on May 26, 2010 regarding the following topics:
Diversity:
Section 4.1.5 and Section 5.1.2 sentence 2:
When filling managerial positions in the enterprise or appointing members to the Executive Board, the Executive Board or Supervisory Board shall take diversity into account and aim for an appropriate consideration of women.
Fraport consciously makes employee diversification part of its per- sonnel strategy and organizational development. The basis for this is the Company agreement entitled “The Conduct of Partner- ship, Diversity and Equality at the Workplace” which estab- lishes the principles of antidiscrimination, equal opportunities, the advancement of women into managerial positions and diver- sity for Fraport.
The Company enacted a nine point program in February 2010 entitled “Women and Leadership”, emphasizing the advance- ment of women into managerial positions. This program not only addresses management training and development coaching for women, but also includes a Group-wide investigation into data on gender structures, which will provide information about promotion and salary developments.
Another instrument being implemented in order to improve professional opportunities for women is the Total E-Quality Meth- od (TEQ). This method was developed by an initiative consist- ing of businesses, social partners and government agencies. TEQ teams analyze the employment situation Group-wide and implement measures aimed at improving equal opportunities. The Company is also supporting better conditions for employees to coordinate their professional and family life by offering ver - satile childcare solutions. Furthermore, Fraport offers flexible work- ing hours models and home office opportunities that extend beyond the time provided for parental leave.
Moreover, the Supervisory Board has obligated itself in Section 5.1.2 of the Fraport Corporate Governance Code to take diversity into account upon appointment of members to the Exec- utive Board and in particular aims for an appropriate con- sideration of women.
Section 5.4.1 sentences 2 – 5:
“The Supervisory Board shall specify concrete objectives regard- ing its composition which, whilst considering the specifics of the enterprise, take into account the international activities of the Company, potential conflicts of interest, an age limit to be specified for the members of the Supervisory Board and diversity. These concrete objectives shall, in particular, stipulate an ap- propriate degree of female representation.
recommendations by the Supervisory Board to the competent election bodies shall take these objectives into account. The concrete objectives of the Supervisory Board and the status of the implementation shall be published in the Corporate Gover- nance report.”
Already in the past the Supervisory Board has set an age limit for its members according to Section 5.4.1 of the Fraport Corpo- rate Governance Code, stating that a member may not be older than 65 years of age at the time of election or reelection and shall retire, at the latest, in the year he / she attains 70 years of age after the Annual General Meeting for that year.
Moreover, in Section 5.4.2 of the Fraport Corporate Governance Code, the Supervisory Board has adopted measures to pre- clude potential conflicts of interest. In particular, the Supervisory Board has stipulated that, in order to preserve and maintain the Supervisory Board’s independent consultation and monitor- ing responsibilities over the Executive Board, no more than two former members of the Executive Board may be part of the Supervisory Board at the same time. The Fraport Corporate Governance Code also determines that members of the Supervi- sory Board may not exercise any governing or consultation duties or obligations for significant competitors of the Company. In addition to the aforementioned rules, the Supervisory Board shall ensure that it always has a sufficient number of independent members in its best estimate.
Furthermore, the Supervisory Board passed a resolution at its meeting held on September 27, 2010 with the following target pertaining to its composition:
“Fraport AG shall endeavor to provide prospective opportunities for all persons regardless of gender.
The Company will continue to include and promote female employees to all levels and areas of responsibility within the Com- pany commensurate with their qualification and ability. This shall equally apply to the Supervisory Board, which shall endeavor to increase the number of members who are women commensurate with the ratio of women found among all employees.”
The percentage of women found in the aggregate number of employees in the Fraport AG (single entity) currently amounts to approximately 19 percent. As of January 1, 2011, the percent- age of women sitting on the Supervisory Board amounts to 20 percent. The nomination committee and Supervisory Board shall ensure for future nominations at the Annual General Meet- ing of shareholders that the percentage of women found in the total number of employees continues to be reflected in the Supervisory Board.
Furthermore, there are a sufficient number of members on the Supervisory Board who have international experience. The nomination committee and Supervisory Board shall continue to reasonably take into account for future nominations the interna- tional experience of candidates for the Supervisory Board.
Measures supporting the training and continuing education of Supervisory board Members:
With regard to the new recommendation of the Government Commission concerning the continuing education of supervisory boards in Section 5.4.1 (4) of the Code, the Company shall continue to reasonably support its Supervisory Board members with the training and continuing education programs each decides is required for the satisfaction of requisite duties.
Maximum number of Supervisory board Positions for executive board Members:
The maximum number of supervisory board positions recom- mended in Section 5.4.5 sentence 2 of the Code which executive board members of listed companies should accept remains at three. however, the government commission expanded the scope of supervisory board positions in listed companies out- side of the group to include offices in supervisory bodies of com- panies with similar requirements.
None of Fraport’s Supervisory Board members who are simultane- ously members of the executive board of a corporation listed on a stock exchange has more than three supervisory positions with listed companies outside of the Group or offices in super- visory bodies of companies with similar requirements.
voting by Mail:
In Sections 2.3.1 sentence 3 and 2.3.3 sentence 2 of the Code, the Government Commission recommended to companies which in their articles of incorporation have already provided the required conditions to enable voting by mail that they publish the requisite forms on the company’s website and assist share- holders wishing to vote by mail.
As already formulated in the second 2010 compliance statement, the Executive and Supervisory Boards are endeavoring to bring about the required conditions in the Company Statutes which will allow Fraport shareholders the opportunity to vote by mail in the future. In order to achieve this goal, a correspond- ing amendment to the Company Statutes will be proposed at the shareholders’ Annual General Meeting in 2011.