Declaration of Conformity
Corporate governance refers to the entire system by which a company is man-aged and monitored, its corporate principles and guidelines and the system of internal and external controls and supervision mechanisms. Good, transparent corporate governance ensures that our company is managed and monitored in a responsible manner geared to value creation.
This fosters the confidence of investors, employees, business associates and the general public in IVG's management and supervision.
(These are the translated versions of the declarations. Please find the original texts on the German version of this website)
18.11.2011
Declaration of Compliance with the German Corporate Governance Code, made in accordance with Section 161 of the German Stock Corporation Act, by the Board of Management and the Supervisory Board of IVG Immobilien AG
After due assessment of the facts, the Board of Management and the Supervisory Board of IVG Immobilien AG herewith declare: "IVG Immobilien AG fully complies with the recommendations made by the 'Government Commission on the German Corporate Governance Code', as amended on 26 May 2010, and has fully complied with these recommendations since the last declaration of Compliance on 16 November 2010.”
Bonn, 18 November 2011
IVG Immobilien AG
For the Supervisory Board
Detlef Bierbaum
(Chairman of the Supervisory Board of IVG Immobilien AG)
For the Board of Management
Dr. Wolfgang Schäfers
(Chief Executive Officer of IVG Immobilien AG)
16.11.2010
Declaration of Compliance with the German Corporate Governance Code, made in accordance with Section 161 of the German Stock Corporation Act, by the Board of Management and the Supervisory Board of IVG Immobilien AG
After due assessment of the facts, the Board of Management and the Supervisory Board of IVG Immobilien AG herewith declare: "IVG Immobilien AG fully complies with the recommendations made by the 'Government Commission on the German Corporate Governance Code', as amended on 26 May 2010. Since its last Declaration of Compliance on 12 November 2009, IVG Immobilien AG has complied with all the recommendations of the Code, as amended on 18 June 2009. Since 2 July 2010 (date of announcement of the current Code in the electronic version of the Federal Gazette), IVG Immobilien AG has been in compliance with all the recommendations made in the Code, as amended on 26 May 2010.”
Bonn, 16 November 2010
IVG Immobilien AG
For the Supervisory Board
Detlef Bierbaum
(Chairman of the Supervisory Board of IVG Immobilien AG)
For the Board of Management
Dr Gerhard Niesslein
(Chief Executive Officer of IVG Immobilien AG)
12.11.2009
Declaration of Compliance with the German Corporate Governance Code, made in accordance with Section 161 of the German Stock Corporation Act, by the Board of Management and the Supervisory Board of IVG Immobilien AG
After due assessment of the facts, the Board of Management and the Supervisory Board of IVG Immobilien AG herewith declare: "IVG Immobilien AG fully complies with the recommendations made by the 'Government Commission on the German Corporate Governance Code', as amended on 18 June 2009. Since its last Declaration of Compliance on 17 November 2008, IVG Immobilien AG has complied with all the recommendations of the Code, as amended on 06 June 2008. Since 5 August 2009 (date of announcement of the current Code in the electronic version of the Federal Gazette), IVG Immobilien AG has been in compliance with all the recommendations made in the Code, as amended on 18 June 2009.”
Bonn, 17 November 2008
IVG Immobilien AG
For the Supervisory Board
Detlef Bierbaum
(Chairman of the Supervisory Board of IVG Immobilien AG)
For the Board of Management
Dr Gerhard Niesslein
(Chief Executive Officer of IVG Immobilien AG)
17.11.2008
Declaration of Compliance with the German Corporate Governance Code, made in accordance with Section 161 of the German Stock Corporation Act, by the Board of Management and the Supervisory Board of IVG Immobilien AG
After due assessment of the facts, the Board of Management and the Supervisory Board of IVG Immobilien AG herewith declare: “IVG Immobilien AG fully complies with the recommendations made by the 'Government Commission on the German Corporate Governance Code', as amended on 6 June 2008. Since its last Declaration of Compliance on 22 November 2007, IVG Immobilien AG has complied with all the recommendations of the Code, as amended on 14 June 2007. Since 8 August 2008 (date of announcement of the current Code in the electronic version of the Federal Gazette), IVG Immobilien AG has been in compliance with all the recommendations made in the Code, as amended on 6 June 2008.”
Bonn, 17 November 2008
IVG Immobilien AG
For the Supervisory Board
Detlef Bierbaum
(Chairman of the Supervisory Board of IVG Immobilien AG)
For the Board of Management
Dr Gerhard Niesslein
(Chief Executive Officer of IVG Immobilien AG)
22.11.2007
Declaration of Compliance with the German Corporate Governance Code, made in accordance with Section 161 of the German Stock Corporation Act, by the Board of Management and the Supervisory Board of IVG Immobilien AG
After due assessment of the facts, the Board of Management and the Supervisory Board of IVG Immobilien AG herewith declare: “IVG Immobilien AG fully complies with the recommendations made by the 'Government Commission on the German Corporate Governance Code', as amended on 14 June 2007. Since its last Declaration of Compliance on 8 February 2007, IVG Immobilien AG has complied with all the recommendations of the Code, as amended on 12 June 2006, except for the recommendation contained in subparagraph 7.1.2 concerning the publication of the consolidated financial statements in 2007. Since 20 July 2007 (date of announcement of the current Code in the electronic version of the Federal Gazette), IVG Immobilien AG has been in compliance with all the recommendations made in the Code, as amended on 14 June 2007.”
Bonn, 22 November 2007
IVG Immobilien AG
For the Supervisory Board
Detlef Bierbaum
(Chairman of the Supervisory Board of IVG Immobilien AG)
For the Board of Management
Dr Wolfhard Leichnitz
(Chairman of the Board of Management of IVG Immobilien AG)
21.09.2005
Declaration of conformity with the recommendations of the German Corporate Governance Code in the version dated 2 June 2005 by the Board of Management and the Supervisory Board pursuant to Section 161 of the German Stock Corporation Act
IVG welcomes the principles drawn up by the Government Commission on the German Corporate Governance Code. Most of these principles have already formed an integral part of our value-oriented corporate policies for some years.
In September 2002, IVG also become a founding member of the Initiative Corporate Governance of the Germany Real Estate Industry. Under the chairmanship of IVG Immobilien AG's Chief Executive Officer, Dr. Eckart John von Freyend, this organisation drew up corporate governance principles specifically for real estate companies which go beyond the recommendations in the Cromme Commission's Code and which supplement the Code with requirements specially aligned to the real estate business. IVG follows the recommendations and suggestions of the Corporate Governance Code of the German Real Estate Industry. This Code can be downloaded from www.immo-initiative.de.
IVG undertook numerous measures towards compliance with the German Corporate Governance Code in 2002. As a result of modifications of the Cromme Code, further recommendations were implemented in 2003, 2004 and 2005. These included modification of the terms of reference for the Board of Management and Supervisory Board and the establishment of an Audit Committee. Furthermore since the 2004 financial year, the remuneration of the Board of Management and Supervisory Board has been disclosed on an individualized basis. In addition, the consolidated financial statements and the interim reports are prepared in accordance with International Accounting Standards (IASs)/International Financial Reporting Standards (IFRSs).
As a result of the change to accounting in accordance with IFRSs for the 2004 financial year, a year before it became mandatory to do so, IVG published its consolidated financial statements a few days after the required 90-day deadline stipulated in point 7.1.2.
IVG only complies with the recommendations of the "German Corporate Governance Code" to a limited extent in one area:
The recommendation contained in item 5.5.2 prescribes that the Supervisory Board should contain what it regards as a satisfactory number of independent members in order to facilitate the independent support and monitoring of the Board of Management. IVG's Supervisory Board consists of 6 members, where one shareholder representative is independent in the sense of this recommendation.
IVG complies with most of the Code's proposals. The Company departs from some of the recommendations for the following reasons:
IVG offers representation at the General Meeting through a proxy appointed by the Company, who can be can be authorised to act according to instructions before and during the General Meeting. It is not possible for shareholders who are not personally present to contact the proxy whilst a General Meeting is in progress. In this respect IVG deviates from the recommendation in item 2.3.3. of the Code. The ability to contact the General Meeting whilst it is in progress would only be expedient if, for example, the General Meeting were to be broadcast over the Internet. This is not the case.
In accordance with item 5.4.4, it should be possible to accommodate changing requirements by electing or re-electing members of the Supervisory Board on different dates and for different periods of office. IVG's entire Supervisory Board is elected by the General Meeting for the legally permissible period of office, as the Company believes there to be no benefits in having staggered mandate periods.
In accordance with 5.4.7, the performance-related remuneration of the Supervisory Board should also contain components linked to the long-term success of the Company. The remuneration of the Supervisory Board consists of both fixed and variable remuneration components, where the latter is geared to the dividend. Components linked to the long-term success of the Company are not currently provided.
The Board of Management and Supervisory Board
IVG Immobilien AG
21 September 2005
2004
Declaration of compliance with the recommendations of the German Cor-porate Governance Code in the version dated 21 May 2003 by the Board of Management and the Supervisory Board pursuant to Section 161 of the German Stock Corporation Act
IVG welcomes the principles drawn up by the Government Commission on the German Corporate Governance Code. Most of these principles have already formed an integral part of our value-oriented corporate policies for some years.
In September 2002, IVG also become a founding member of the Initiative Cor-porate Governance of the Germany Real Estate Industry. Under the chairman-ship of IVG Immobilien AG's Chief Executive Officer, Dr. Eckart John von Frey-end, this organisation drew up corporate governance principles specifically for real estate companies which go beyond the recommendations in the Cromme Commission's Code and which supplement the Code with requirements spe-cially aligned to the real estate business. IVG follows the recommendations and suggestions of the Corporate Governance Code of the German Real Estate In-dustry. This Code can be downloaded from www.immo-initiative.de.
IVG undertook numerous measures towards compliance with the German Cor-porate Governance Code in 2002. As a result of modifications of the Cromme Code, further recommendations were implemented in 2003 and 2004. These in-clude a further modification of the terms of reference for the Board of Manage-ment and Supervisory Board and the establishment of an Audit Committee. Fur-thermore from the 2004 financial year the remuneration of the Board of Man-agement and Supervisory Board shall be reported on an individualized basis. In addition, the consolidated financial statements as at 31 December 2004 and the interim reports from 2005 will be prepared in line with International Accounting Standards (IAS)/International Financial Reporting Standards (IFRS).
From 2005, IVG thus fully complies with the recommendations of the German Corporate Governance Code.
Board of Management and Supervisory Board
IVG Immobilien AG
