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The Executive Management and the Supervisory Board of

Management of Hamburg Messe und Congress GmbH (HMC)

hereby declare:

„Hamburg Messe und Congress GmbH (HMC) complied with

all the regulations of the Hamburg Corporate Governance

Code for which the Executive Management and the Super-

visory Board were responsible during the 2014 financial year.

The following items were not observed:

SECTION 5.1.5.:

The six-week period for distributing the minutes regarding

resolutions made by the Supervisory Board could not be ad-

hered to at all times as the draft minutes had to be approved

prior to their publication and the approval processes were not

completed in time.

SECTION 7.2.3.:

RBS RoeverBroennerSusat GmbH & Co. KG Wirtschaftsprü-

fungsgesellschaft Steuerberatungsgesellschaft, Domstrasse

15, 20095 Hamburg, was already appointed to audit the

company’s annual financial statements and to ensure due

and proper conduct of business for the years 2008 to 2013

and is to retain this appointment until 2014. The purpose of

this continuing appointment is to ensure auditing continuity

and to reintegrate HMC into the next auditing cycle (begin-

ning with the 2015 financial year).

The subsidiaries BNM Baugesellschaft Neue Messe mbH and

HMC International GmbH do not have a supervisory board.

With one exception, they complied with all the regulations

of the Hamburg Corporate Governance Code for which the

management boards were responsible during the 2014 finan-

cial year:

SECTION 7.2.3.:

RBS RoeverBroennerSusat GmbH & Co. KG Wirtschaftsprü-

fungsgesellschaft Steuerberatungsgesellschaft was already

appointed to audit the company’s annual financial state-

ments and to ensure due and proper conduct of business

for the years 2008 to 2013 and is to retain this appointment

until 2014. The purpose of this continuing appointment is to

ensure auditing continuity and to reintegrate the subsidiaries

of HMC into the next auditing cycle (beginning with the 2015

financial year).”

In the 2014 financial year, Mr. Aufderheide received total

gross compensation in the amount of EUR 256,801.02.

Dr. Kopp received total gross compensation in the amount of

EUR 240,145.68. The distribution of the total compensation

can be viewed online at

www.hamburgmesse.de

.

Hamburg, June 2015

JOHANN C. LINDENBERG

Chairman of the Supervisory Board

BERND AUFDERHEIDE

President and Chief Executive Officer (CEO)

DR. ULLA KOPP

Chief Financial Officer (CFO)

STATEMENT OF COMPLIANCE

55

Hamburg Messe und Congress | Annual Report 2014

STATEMENT OF COMPLIANCE