Annual Report Hornbach PDF
Annual Report Hornbach PDF
Annual Report Hornbach PDF
contents
Company Profile To Our Shareholders Report of the Supervisory Board Directors & Officers Corporate Governance The Hornbach-Baumarkt Share Group Management Report of Hornbach-Baumarkt-AG
Macroeconomic Framework Sales Performance Earnings Performance Financial Situation Asset Situation Non-Financial Performance Indicators Corporate Responsibility Risk Report Other Disclosures Outlook
6 10 12 16 20 30 36
36 40 44 50 54 57 62 66 72 74
88
88 89 90 91 92 108
IFRS 2012/2013 2011/2012 2010/2011 2009/2010 2008/2009 2007/2008 2006/2007 2005/2006 2004/2005 2003/2004
3,020 1,279 0.6 156 5.2 99 3.3 74 2.5 52 1.7 37.3 29.7 4.7 0.3
3,001 1,272 5.8 184 6.1 128 4.3 106 3.5 77 2.6 37.4 29.0 4.3 0.2
2,836 1,195 5.6 173 6.1 119 4.2 102 3.6 76 2.7 37.4 29.3 4.2 0.1
2,686 1,109 3.4 169 6.3 115 4.3 96 3.6 68 2.5 36.8 29.6 4.1 0.1
2,599 1,065 5.2 193 7.4 137 5.3 122 4.7 95 3.7 36.6 29.1 4.1 0.3
2,469 962 3.2 142 5.7 79 3.2 56 2.3 47 1.9 36.3 29.4 4.1 0.3
2,392 862 7.1 160 6.7 96 4.0 73 3.0 61 2.5 36.0 29.0 3.9 0.2
2,234 788 6.7 137 6.1 70 3.1 44 1.9 25 1.1 35.7 29.5 4.1 0.5
2,094 688 8.9 152 7.3 91 4.3 68 3.2 43 2.1 36.4 28.8 3.9 0.5
1,923 611 18.2 127 6.6 65 3.4 44 2.3 28 1.5 35.7 28.6 3.7 0.6
1) Starting in the 2003/2004 financial year: other taxes (e.g. property tax) have been included under operating expenses 2) Earnings before interest, taxes, depreciation and amortization; starting in the 2007/2008 financial year: excluding net currency result 3) Earnings before interest and taxes; starting in the 2007/2008 financial year: excluding net currency result 4) Starting in the 2003/2004 financial year: excluding interest 5) Cash flow from operating activities, plus pre-opening expenses 6) Starting in the 2011/2012 financial year: change in number of shares following issue of bonus shares as of July 29, 2011 (c.f. Note (9) in notes to consolidated financial statements)
2.29.2012
2.28.2013
2.28.2013
2.29.2012
08 | 09 09 | 10 10 | 11 11 | 12 12 | 13
20
40
60
80
100
120
140
160
180
200
08 | 09 09 | 10 10 | 11 11 | 12 12 | 13
10
20
30
40
50
60
70
80
90
100
110
120
130
COMPANY PROFILE
COMPANY PROFILE
Sales performance of the HORNBACH-Baumarkt-AG Group (net, million)
Financial year
03 | 04 04 | 05 05 | 06 06 | 07 07 | 08 08 | 09 09 | 10 10 | 11 11 | 12 12 | 13
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
2,200
2,400
2,600
2,800
3,000
The HORNBACH Group is characterized by its ability to respond to the challenges of trading in DIY, home improvement and garden products, and to set new standards in the process. Since the company was founded in 1877, five generations of the Hornbach family have been active in almost all areas of the construction sector in the building trade, as manufacturers of prefabricated components and, for the first time in 1900, as builders merchants. As one of the pioneers in Germany and Europe, HORNBACH opened its first DIY store in 1968 and combined it with a garden center at its time unique in Europe. This combination has since developed into a European standard in the DIY sector today. In the second half of the 1980s, HORNBACH added a new dimension to the market with its concept of large DIY and
home improvement megastores with garden centers. Today, an impressively presented range of around 50,000 top quality DIY and gardening articles is available to DIY customers in spacious stores and at permanently low prices. Well-trained, service-oriented employees make project customers and DIY enthusiasts, especially those on the lookout for solutions for extensive renovation and construction projects, the focus of their activities. The consistent implementation of the companys concept, coupled with the high expectations it places in the quality of its locations, its stores, its product range and employees, have facilitated the dynamic growth shown by the company in recent years and form the basis for further expansion. With an average sales area of more than 11,000 m per store, HORNBACH has underlined its unique position in the DIY megastore with garden center segment and also has the highest level of sales area productivity of any of the leading DIY companies in
COMPANY PROFILE
Germany. The net sales of the HORNBACH-Baumarkt-AG Group grew by 0.6% to 3,020 million in the 2012/2013 financial year. At the balance sheet date on February 28, 2013, the Group operated 138 DIY megastores with garden centers in nine countries across Europe (92 of which in Germany) with total sales areas of around 1.6 million square meters. Following the companys successful entry into the Austrian market in August 1996, it has consistently pressed ahead with its expansion into neighboring European countries. Stores were subsequently opened in the Netherlands, Luxembourg and the Czech Republic. The companys international growth continued with its expansion to Switzerland, Sweden and Slovakia. The entry into the Romanian market followed in the summer of 2007. As of February 28, 2013, HORNBACH was operating a total of 46 DIY megastores with garden centers in eight countries outside Germany. The international share of consolidated sales amounted to 42.4% in the 2012/2013 financial year and is set to rise further in future. The Group will nevertheless also continue to pursue opportunities for expansion in Germany. Since December 1, 2010, the stationary
retail business has been supplemented by HORNBACHs online shop, with which the Group aims to make targeted use of the opportunities presented by multichannel retailing. HORNBACH-Baumarkt-AG is a publicly listed stock corporation. The ordinary shares in the company (ISIN DE0006084403) are listed on the German Stock Exchange and are admitted to the subsection of the official market with additional admissions obligations (the Prime Standard). Of approximately 31.8 million ordinary shares in the company, 76.4% are held by HORNBACH HOLDING AG, while 18.4% are owned by independent shareholders. The British retail group Kingfisher plc held a stake of around 5.2% at the balance sheet date. HORNBACH is also present in the debt market with a corporate bond. On February 15, 2013, the company successfully placed a seven-year bond with a volume of 250 million and an interest coupon of 3.875% (ISIN: DE000A1R02E0). The issue proceeds were used to prematurely redeem the existing bond in place since November 2004 (interest coupon: 6.125 %) on February 25, 2013.
10
Sustainability
A brush? Just a few bristles and a wooden grip, you would think. End of story. What many people dont know is that today brushes are there not only to provide a clean nish but also to promote sustainability. Thats why HORNBACH makes sure its suppliers only work with timber from responsible forestry in their production. Good tools and a good conscience. These timber products are easily recognized because they bear the Forest Stewardship Council (FSC) quality seal. A sustainable approach to natural resources and a desire to safeguard the future for coming generations key ecological dimensions of time and space.
10
TO OUR SHAREHOLDERS
TO OUR SHAREHOLDERS
Dear Shareholders, We can look back on a demanding 2012/2013 financial year. Faced by numerous challenges that we as a company were unable to influence, we nevertheless generated earnings with which we can be satisfied. The crucial point here is that we continued to channel substantial resources and our innovative strength, and that without making any cutbacks, into our sustainable, long-term growth. Viewed from this perspective, 2012/2013 was an important stepping stone on the way to the Groups future development. Given the difficult underlying conditions, it is no surprise that our key sales and earnings figures ultimately failed to match the high standard set in the 2011/2012 financial year. In 2010/2011 and 2011/2012, we boosted our consolidated sales by just under six percent each year. We originally targeted a similar rate of growth for the past 2012/2013 financial year as well. In the end, however, we only managed to post slight sales growth of 0.6% to 3,020 million. More than anything, this noticeably lower level of sales momentum in the year under report was due to the acceleration in the economic downturn in the European Union. Europeans may have become more or less accustomed to the euro debt crisis as an ongoing state of affairs. However, the threat of state bankruptcy in Greece and widespread doubts as to politicians ability to implement reforms engendered even greater uncertainty among consumers, businesses, and investors across large parts of Europe from summer 2012 onwards. Consequently, the European Union fell even more deeply into recession towards the end of 2012. In many countries, this noticeably reduced peoples willingness to consume and invest. It also did not fail to leave its mark on the retail sector, and on the DIY sector in particular. We too felt the strong economic headwind in the eight countries outside Germany in which we operate, and that with very few exceptions. Consumers were far more nervous in the second half of the financial year than was the case in Germany. To be on the safe side, private households in numerous European countries put back their construction or renovation projects. This situation was made worse by further negative factors, such as the real estate crisis in the Netherlands, or by Swiss residents going on cross-border shopping sprees. All in all, these factors placed an ever greater damper on demand at our DIY megastores with garden centers outside Germany the further the financial year progressed. It became apparent in the third quarter of 2012/2013 that it would no longer be possible to make up for the shortfall in like-for-like sales to the extent necessary to meet the previous sales forecast for the HORNBACH-Baumarkt-AG Group. We therefore revised our forecast downwards in November 2012. We then achieved our target of matching the previous years level of consolidated sales. Pleasingly robust sales performance in Germany The 2012/2013 financial year showed once more why it is so important that we have a strong presence in the German DIY market. In the past, or to be more precise, prior to the financial and economic crisis in 2009, we repeatedly faced critical questions as to why we did not focus our expansion exclusively on countries outside Germany, not even to mention the hype about growth opportunities in Eastern Europe. Had we acted on all these supposedly great ideas, then we would have steered a far less successful course through the stormy waters of the sovereign debt crisis in the past two years. Among economists, Germany is viewed as a something of a safe haven. Numerous other European Union countries face economic problems, while rising unemployment is adversely affecting consumer demand. In Europes largest economy, by contrast, growth rates, the labor markets and consumer confidence were most recently in comparatively robust state. Against this backdrop, DIY customers in our home market seemed more interested in implementing their DIY and renovation projects than allowing themselves to be excessively distracted by concerns about the euro. This enabled us to maintain our like-for-like sales in Germany at the previous years level. That in itself is already a respectable achievement. After all, the 5.8% growth achieved in the 2011/2012 financial year meant that the standard to beat in terms of our like-for-like sales performance in Germany was higher than at
TO OUR SHAREHOLDERS
11
any time in the past twenty years. The information provided on Page 41 onwards of this Annual Report makes it clear that we had to hold our ground against significant base effects, particularly in the first and fourth quarters. Our stable performance in Germany enabled us to limit the downturn in likefor-like sales on group level to minus 1.4%. In the interests of completeness, we should mention that our sales performance in the fourth quarter, which in any case had three business days fewer across the Group than in the previous year, took a far greater knock from unfavorable weather conditions than in the previous year. We should also mention, however, that we significantly outperformed the overall DIY store and garden center sector in most countries in our European network in the past year and thus gained further market share. In Romania, we even posted a turnaround, generating like-for-like sales growth for the first time since the 2008/2009 financial year, and that in defiance of the highly negative market trend. That is how we would evaluate our sales performance. How did our costs develop? All in all, selling and store, preopening and administration expenses remained below their respective budget targets. That is especially true of our selling and store expenses, our largest cost block. This enabled us to offset part of the shortfall in sales contributions. We deliberately accepted the additional expenses required for key forwardlooking projects in our administration departments. Alongside numerous innovations aimed at continually optimizing our operating processes, these related above all to the further development and expansion of our online retail activities. HORNBACHs online store in Germany has now matured into a virtual DIY store and garden center. Our customers can find practically the whole HORNBACH product range there, optimally inform themselves, and plan their projects. They can decide how they would prefer to handle their purchases, whether to have the goods conveniently delivered to their homes, reserve and collect them from the store, or discuss things with specialist
sales staff at the store and deal with it all there. The internet is a huge challenge, but also an enormous opportunity, and one we are enthusiastically seizing. These forward-looking projects cost a great deal. If it was only about short-term profit maximization, then we could easily cut our costs by a double-digit million amount. However, that would incompatible with our strategy of sustainable growth. We are convinced that we are making these down payments at the right time and that they will significantly improve our competitive opportunities in the long term. In the short and medium term, that may well infringe on our earnings performance in years like 2012/2013. After all, cost structures that are in line with or slightly below budget collide with a level of sales that due to economic factors is lower than originally budgeted. In view of this, our earnings for the 2012/2013 financial year were noticeably lower than in the previous year. Operating earnings (EBIT) fell by 22.7% to 99.3 million. Consolidated net income dropped from 77.4 million to 52.3 million. Our aim is to rapidly improve our level of earnings once again in the coming years. The question no one can answer is whether we will be able to bid farewell to the difficult times in the 2013/2014 financial year already. The unusually long winter through to May 2013 literally froze the new season in the starting blocks, and that across the entire DIY sector. Focusing clearly on our customers projects, we will leave no stone unturned to make up for the shortfall in sales at the beginning of the year at the earliest opportunity. I am proud to see the energy and passion which our employees, now numbering more than 14,000 across nine countries, are channeling into this race to catch up. I would like to take this opportunity to extend a particularly warm thank you to them!
12
Albrecht Hornbach Dear Ladies and Gentlemen, In the past 2012/2013 financial year we dealt in great detail with the companys situation, its perspectives and its strategic alignment. We advised the Board of Management in its management of the company and monitored its conduct in accordance with the requirements of the law, the Articles of Association and the Code of Procedure. At our meetings, the Board of Management provided us with regular, prompt and extensive written and oral reports on the business performance and economic situation of the company and its subsidiaries. The Supervisory Board was involved in decisions of major significance for the company. Moreover, the Supervisory Board Chairman was in regular contact with the Board of Management, and especially with its Chairman, outside the framework of meetings to discuss significant issues and also to hold a number of working meetings. Meetings of the Supervisory Board Four Supervisory Board meetings were held in total in the 2012/2013 financial year. One member of the Supervisory Board attended fewer than half of the meetings. No conflicts
13
for regular meetings up to and including the 2013/2014 financial year. On December 19, 2012, the Board discussed the Groups current business situation, the risk report and the compliance report. The issue of a bond with a volume of 250 million planned by the Board of Management to prematurely refinance an old bond was approved. At the same meeting, the updated Declaration of Conformity with the German Corporate Governance Code was submitted pursuant to 161 of the German Stock Corporation Act (AktG) and then made permanently available to shareholders on the companys homepage. Apart from a few exceptions, HORNBACH-Baumarkt-AG has complied with and continues to comply with the recommendations of the German Corporate Governance Code. Only the following recommendations have not been complied with for the reasons outlined in the Declaration of Conformity: the agreement of a deductible in the D&O insurance policy for Supervisory Board members, the setting of a cap on severance pay for members of the Board of Management, that the Supervisory Board Chairman also chairs the committee dealing with contracts with the Board of Management, the formation of a nomination committee, the statement of targets for diversity and a commensurate representation of women, that the Supervisory Board should not include more than two former members of the Board of Management, and the individualized disclosure of compensation or benefits granted to Supervisory Board members for services rendered in person. Further information about corporate governance at HORNBACHBaumarkt-AG can be found in the joint report of the Board of Management and the Supervisory Board from Page 20 onwards. At its final meeting in the past 2012/2013 financial year, held on February 27, 2013, the Supervisory Board discussed the Groups current business situation, and examined and approved the budget for the financial years 2013/2014 to 2017/2018. Furthermore, the Codes of Procedure for the Supervisory Board and Board of Management were updated and matters relating to the Board of Management were discussed.
Committees and committee meetings The Supervisory Board has established three committees. The current composition of the committees can be found on Page 17 of this Annual Report. The Audit Committee met five times in the year under report. Meetings were held in May, June, September, December and February. In May 2012, the Audit Committee discussed the annual financial statements of HORNBACH-Baumarkt-AG and the consolidated financial statements, the management reports, the proposed appropriation of profits and the audit reports, including the dependent company report, in the presence of the auditor and of the Chairman of the Board of Management and the Chief Financial Officer. Key focuses of discussion at this meeting also included the risk and compliance reports of the Board of Management, group internal audit reports, the reports compiled by the Board of Management on the financial situation of the company and the candidate to be proposed for election as auditor. The financial report for the first quarter was discussed at the June meeting and on September 26, 2012 the half-year financial report was discussed in the presence of the auditors. In December 2012, the key focuses for the audit of the annual financial statements were determined together with the auditors. At the same meeting, the Committee addressed the nine-month financial report, the risk and compliance reports, and the companys financial situation, including the restructuring of the bond and the performance of new stores. In February 2013, the budget for the financial years 2013/2014 to 2017/2018 was discussed in detail and approved. The internal audit plan for the 2013/2014 financial year was adopted at the same meeting. The Audit Committee Chairman reported in detail on the work of the committee to full Supervisory Board meetings. The Personnel Committee held two meetings. The May meeting dealt with the forthcoming extension to the management board contract with the Chairman of the Board of Management. In February 2013, the Committee discussed the forthcoming extension of the contract with a member of the Board of Management.
14
It was not necessary to convene the Mediation Committee established pursuant to 27 (3) of the German Codetermination Act (MitBestimmG). Personnel-related matters On March 11, 2013, Jrgen Schrcker, a member of the Board of Management since October 1, 2004, informed the Chairman of the Supervisory Board and the Chairman of the Supervisory Board Personnel Committee that he would like to tackle new professional challenges upon the expiry of his management board contract as of December 31, 2013. Jrgen Schrcker stood down from his position on the Board of Management as of March 31, 2013. His duties as Marketing Director were assumed by Steffen Hornbach, Chairman of the Board of Management, as of April 1, 2013. The business allocation plan for the Board of Management was amended accordingly. Annual and consolidated financial statements KPMG Aktiengesellschaft Wirtschaftsprfungsgesellschaft (KPMG), Berlin and Frankfurt am Main, audited the annual financial statements of HORNBACH-Baumarkt-AG and the consolidated financial statements as of February 28, 2013, as well as the management reports of HORNBACH-Baumarkt-AG and the Group and provided them each with an unqualified audit opinion. The consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. Moreover, KPMG confirmed that the early warning risk management system conformed to requirements and that no risks to the companys ongoing existence had been identified. Key focuses of the audit in the 2012/2013 financial year included select IT-related processes and checks (e.g. audit of SAP release change), the functionality of internal controls of key financial reporting processes, the audit of the ongoing value of non-current assets (IAS 36), the assessment of stores with negative store results, the audit of the existence and measurement of inventories, the audit of the completeness and measurement of provisions, the audit of the recognition and measurement of deferred and current tax assets and
liabilities, the audit of the recognition of the premature repayment of the corporate bond executed in the year under report and of the newly issued bond, compliance with credit terms in connection with group financing, the delineation of the scope of consolidation, the correctness of the annual financial statements included in the consolidated financial statements, the consolidation of capital, the completeness and accuracy of note disclosures, and the completeness and consistency of the disclosures made in the management report accompanying the separate and consolidated financial statements. The financial statements and audit reports were provided to all Supervisory Board members in good time. They were examined in detail at the meeting of the Audit Committee on May 22, 2013 and at the subsequent meeting of the Supervisory Board held on the same day to approve the financial statements. The auditor took part in these discussions. He reported on the principal audit findings and was available to provide further information and to answer questions. Based on the findings of the preliminary audit performed by the Audit Committee and of our own examination of the documents provided by the Board of Management and the auditor, we did not raise any objections and endorse KPMGs audit findings. We approve the annual financial statements prepared by the Board of Management for HORNBACH-BaumarktAG and the Group as of February 28, 2013; the annual financial statements of HORNBACH-Baumarkt-AG are thus adopted. We endorse the appropriation of profits proposed by the Board of Management. Furthermore, the Supervisory Board reviewed the report from the Board of Management on relationships with associated companies pursuant to 312 of the German Stock Corporation Act (AktG). Neither this review nor KPMGs audit gave rise to any objections. KPMG granted the following audit opinion: Based on the audit and assessment we have undertaken in accordance with professional standards, we confirm that 1. the factual disclosures made in the report are correct 2. the performance of the company in the transactions listed in the report was not incommensurately high.
15
Based on the conclusive findings of its audit, the Supervisory Board has no objections to the statement provided by the Board of Management at the end of its report pursuant to 312 of the German Stock Corporation Act (AktG). Despite increasingly tough conditions, HORNBACH-BaumarktAG posted good results overall in the past 2012/2013 financial year and asserted its position in its competitive environment. The Supervisory Board would like to extend its thanks and appreciation to the Board of Management and to all employees, both in Germany and abroad, for their commitment and successful work in the past financial year.
16
Dr. Wolfgang Rupf Further Deputy Chairman Managing Director, Rupf Industries GmbH and Rupf Engineering GmbH
Christian Lilie* District Manager, Germany South Kay Strelow* Deputy Chairman Section Manager, Berlin-Marzahn Store
Rudolf Helfer* Senior Occupational Safety Specialist Prof. Dr.-Ing. Jens P. Wulfsberg Professor of Production Technology Universitt der Bundeswehr Hamburg
* employee representatives
17
Supervisory Board Committees Audit Committee Dr. Wolfgang Rupf Albrecht Hornbach Martin Hornbach Johannes Otto Joerg Walter Sost
Chairman
Personnel Committee Dr. Wolfgang Rupf Chairman Rudolf Helfer Joerg Walter Sost since May 15, 2012 Mediation Committee Dr. Wolfgang Rupf Chairman Albrecht Hornbach Kay Strelow
Steffen Hornbach Chairman Graduate in Engineering Strategic Development, New Distribution Channels, After Sales Services, Marketing, Market Research, Internal Communications, Public Relations, Environmental Issues, Project Show / Sales Promotion Roland Pelka Deputy Chairman Graduate in Business Administration Finance, Accounting and Tax, Group Controlling, Risk Management, Loss Prevention, Information Technology, Investor Relations Frank Brunner Graduate in Industrial Engineering (FH) Operative Store Management, Sales and Services Susanne Jger Businesswoman Strategic and Operative Procurement, Store Planning, Store Development, Imports, Quality Assurance Wolfger Ketzler Attorney and Tax Advisor Personnel, Real Estate Development, Internal Audit and Legal, Construction and Technical Procurement Ingo Leiner Businessman Logistics, Company Development, In-house Consulting Jrgen Schrcker until March 31, 2013 Graduate in Business Administration Marketing, Market Research, Internal Communications, Public Relations, Environmental Issues, Project Show / Sales Promotion
The timesavers
Got the internal ttings perfectly planned, and then it strikes you at the last moment that youre missing a roll of insulation wool? No problem. Just check availability online and then reserve the amount you need at HORNBACHs online store. No time later it will be ready for you to pick up from the nearest store. Hmm, and while youre there
20
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Declaration on Corporate Governance and Corporate Governance Report
Our actions are guided by the principles of responsible, transparent corporate management and control (corporate governance). HORNBACH has always accorded priority to high-quality corporate governance. It forms the basis for sustainable economic success and helps us enhance the trust placed in our company by our customers, business partners, investors, employees and the financial markets. The standards and guidelines we adhere to at the company over and above legal requirements are summarized below in the companys Declaration on Corporate Governance ( 289a of the German Commercial Code HGB), which also includes the Corporate Governance Report of the Board of Management and Supervisory Board. 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 companys 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) has therefore not been and is not followed. b) Point 4.2.3 (4) and (5): Furthermore, no application has been or is made of the recommendations in Point 4.2.3 (4) and (5) of the Code (severance pay cap). 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 5.2 (2) Sentence 1: The recommendations in Point 5.2 (2) Sentence 1 of the Code include the recommendation that the supervisory board chairman should also chair the committee that handles contracts with management board members. The company has deviated and continues to deviate from this recommendation. This is 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-BaumarktAktiengesellschaft. 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 companys 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 composition
Declaration of Conformity with the German Corporate Governance Code pursuant to 161 of the German Stock Corporation Act (AktG) dated December 19, 2012 The Board of Management and Supervisory Board of HORNBACH-Baumarkt-Aktiengesellschaft hereby declare pursuant to 161 of the German Stock Corporation Act (AktG) that the recommendations of the German Corporate Governance Code in the version dated May 15, 2012 and published in the electronic Federal Official Gazette on June 15, 2012 have basically been met since the previous Declaration of Conformity and are still met. Application was and is not made of the recommendations in Points 3.8 (3), 4.1.5, 4.2.3 (4) and (5), 5.2 (2) Sentence 1, 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 were or 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
CORPORATE GOVERNANCE
21
of its Board of Management and Supervisory Board, as well as of other management positions, HORNBACH-BaumarktAktiengesellschaft 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. As the compensation of the Supervisory Board is governed by the Articles of Association, we see no necessity to disclose individual compensation packages. Bornheim bei Landau, December 19, 2012 HORNBACH-Baumarkt-Aktiengesellschaft The Supervisory Board The Board of Management The above Declaration of Conformity dated December 19, 2012 has been published on the internet together with all earlier Declarations of Conformity and is also available as a download [ www.hornbach-group.com/Declaration/HBM ].
Relevant corporate governance practices We base our entrepreneurial activities on the legal frameworks valid in the various countries in which we operate. This places a wide variety of obligations on the HORNBACH-Baumarkt-AG Group and its employees in Germany and abroad. As well as managing the company responsibly in accordance with the relevant laws, ordinances and other guidelines we have also compiled internal group guidelines setting out the system of values and management principles we adhere to at the Group. Compliance In a competitive climate, only those companies which manage to convince their customers with their innovation, quality, reliability, dependability and fairness on an ongoing basis will succeed in the long term. Here, we see compliance with legal requirements, internal company guidelines and ethical principles (compliance) as absolutely crucial. HORNBACHs corporate culture is based on these principles, key aspects of which are also formulated in the companys Corporate Compliance Policy [ Internet: www.hornbach-group.com/Compliance_ Policy/HBM ]. These focus above all on the integrity of our business dealings, protecting our internal expertise, compliance with antitrust law and all requirements governing international trade, correct documentation and financial communications, and equality of opportunity and the principle of sustainability. At HORNBACH, adherence with compliance requirements is consistently expected of its employees and business partners and is also monitored, with sanctions being imposed where necessary. In October 2009, the Board of Management entrusted the coordination and documentation of compliance activities across the Group to a Chief Compliance Officer. This manager is responsible for establishing and permanently optimizing the organizational structures necessary to enforce the Groups Corporate Compliance Policy. The group internal audit department audits compliance with the Corporate Compliance Policy at regular intervals.
22
CORPORATE GOVERNANCE
Our system of values: the HORNBACH foundation HORNBACH is a forward-looking, family-managed company and is characterized by a clear system of values. The values on which this system is based are honesty, credibility, reliability, clarity and trust in people. This system of values, which had already been lived over many decades, was summarized in the so-called HORNBACH foundation in 2004. This model forms the cornerstone for our corporate strategy, everyday behavior, and responsibility towards society. It lays down the basic values governing how we behave towards our customers, as well how our employees behave towards each other. Moreover, this foundation helps our shareholders, customers and the general public, as well as our employees, to understand what the basis of our business success is [ Internet: www.hornbach-group.com/Fundament ]. Compliance with social, safety, and environmental standards The development of company guidelines governing minimum social standards, environmental protection, product safety and equality of opportunities forms an integral component of our corporate policy, as does monitoring compliance with such. Within our Corporate Social Responsibility (CSR) framework, we have issued group-wide guidelines to ensure that HORNBACH meets its responsibilities towards individuals, society at large and the environment [ Internet: www.hornbachgroup.com/CSR-Guidelines ]. The CSR guidelines cover four areas of responsibility: