Declaration of conformity pursuant to § 161 German Stock Corporation Act (AktG) regarding compliance with the German Corporate Governance Code at Hannover Rückversicherung AG
The "German Corporate Governance Code" (DCGK) sets out the major legal stipulations governing the management and supervision of German listed companies and contains both internationally and nationally recognised standards of good and responsible enterprise management. The purpose of the Code is to foster the trust of investors, clients, employees and the general public in German enterprise management. Under § 161 Stock Corporation Act (AktG) it is incumbent on the Management Board and Supervisory Board of German listed companies to confirm annually that the company has been and is in compliance with the recommendations of the "Government Commission on the German Corporate Governance Code" published by the Federal Ministry of Justice or to explain which recommendations have not been or are not applied ("comply or explain"). The implementation of the recommendations by Hannover Rückversicherung AG diverges from the German Corporate Governance Code (in the version dated 21 May 2003) in the following respects:
Individualised specification of compensation received by the Executive Board and Supervisory Board
(Code Items 4.2.4 Sentence 2 and 5.4.5 Para. 3, Sentence 1)
The compensation received by the members of the Executive Board and the Supervisory Board is supposed to be reported in the consolidated financial statements on an individualised basis broken down into its constituent elements. Hannover Re is of the opinion that the legal protection of rights of personality should take precedence over the disclosure and transparency interests of investors. For this reason, as has been the case to date, a summary presentation of the compensation and its constituent elements is provided in the notes to the consolidated financial statements. This disclosure enables our shareholders to fully assess the appropriateness of the total amount of compensation.
Separate specification of compensation received by the chair and members of the
(Code Item 5.4.5 Para. 1, Sentence 3)
The compensation received by the Chairman and Deputy Chairman of the Supervisory Board as well as by the chair and the members of its committees is supposed to be detailed separately. Hannover Re has not to date made separate disclosure for the chair and members of the committees. In future, however, Hannover Re intends to comply even more closely with the Code. It is therefore envisaged that arrangements in accordance with the German Corporate Governance Code will be proposed to the next Annual General Meeting on 02.06.2004.
Publication deadlines for the annual report and the interim reports
(Code Item 7.1.2, Sentence 2)
The consolidated financial statements are supposed to be publicly accessible within 90 days of the end of the financial year, and interim reports within 45 days of the end of the reporting period in question. Due to some special features of international reinsurance business and the associated regulatory frameworks, we marginally exceed the recommended periods at present. Yet we by no means use the full scope of the deadlines permitted by law. By further optimising our reporting processes we expect to achieve compliance with the deadlines from 2004 onwards.
We are in conformity with all other recommendations of the Code.
Hannover, 25 November 2003