Compliance statement

The Management Board and the Supervisory Board of Deutsche Wohnen AG have dealt with the fulfilment of the Standards of the German Corporate Governance Code in detail. Based on these discussions, they determined the following declaration of conformity according to § 161 para. 1 of the German Stock Corporation Act in March of 2010: The Management Board and the Supervisory Board of Deutsche Wohnen declare in accordance with § 161 para. 1 of the German Stock Corporation Act:

Since the last declaration of conformity in June 2009, Deutsche Wohnen AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code (taking into account the German Corporate Governance Code in its version dated 18 June 2009) with the following exceptions:

  • A directors and officers group insurance policy without deductible continued to be available for members of the Management Board and the Supervisory Board (Code Item 3.8 Sentences 4 and 5). The current employment contracts for the Management Board included a directors and officers group insurance policy without deductible. Regarding the insurance of Supervisory Board members, the company is of the opinion that the liability risks linked with a deductible could interfere with the goal of Deutsche Wohnen AG to attract especially qualified persons for the Supervisory Board, since a deductible is largely unusual internationally.
  • The articles of incorporation lay down fixed compensation for members of the Supervisory Board and not performance-based compensation. Membership in and chairmanship of committees of the Supervisory Board are not taken into account in determining the compensation. The compensation of Supervisory Board members is not stated individualised in the Corporate Governance Report (Code Item 5.4.6 Sentences 3, 4 and 6). Deutsche Wohnen AG considers it preferable to have a fixed compensation for the Supervisory Board in view of its monitoring function in order to guarantee the required independence in the Board’s supervisory function. The German Corporate Governance Code recommends that chairmanship and membership in committees of the Supervisory Board should be taken into account in defining compensation for the Supervisory Board, but this recommendation has not been adopted since in the view of the company, the existing compensation sufficiently compensates for these responsibilities. The company finally forewent to state compensation of the members of the Supervisory Board individualised in the Corporate Governance Report, since the transparent regulations of the articles of incorporation would not gain additional insight from individualised data.
  • Consolidated annual financial statements and interim reports were publicly available within statutorily fixed periods and not within 90 days from the end of the financial year or 45 days after end of the reporting period (Code Item 7.1.2 Sentence 4). It was not possible to publish these earlier due to the need for due care in preparing the financial statements and company reports.

Deutsche Wohnen will comply with the recommendations of the Government Commission on the German Corporate Governance Code (in its version dated 18 June 2009) in the future with the following exceptions:

  • A current directors and officers group insurance policy without deductible is presently available for members of the Management Board and the Supervisory Board (Code Item 3.8 Sentences 4 and 5). The directors and officers group insurance policy will be adjusted regarding the deductible within the legal period and according to the requirements of item 3.8.
  • The articles of incorporation lay down fixed compensation for members of the Supervisory Board and not performance-based compensation. Chairmanship and membership in committees of the Supervisory Board are not taken into account in calculating compensation (Code item 5.4.6 sentences 3 and 4). Deutsche Wohnen AG considers it preferable to have a fixed compensation for the Supervisory Board in view of its monitoring function in order to guarantee the required independence in the Board’s supervisory function. The German Corporate Governance Code recommends that membership in and chairmanship of committees of the Supervisory Board should be taken into account in defining compensation for the Supervisory Board, but this recommendation has not been adopted, since in the view of the company, the existing compensation sufficiently compensates for these responsibilities.
  • The consolidated annual financial statements and interim reports are publicly available within statutorily fixed periods and not within 90 days from the end of the financial year or 45 days after end of the reporting period (Code Item 7.1.2 Sentence 4). It is not possible to publish these earlier due to the need for due care in preparing the financial statements and company reports.

Frankfurt/Main, March 2010

The Management Board
The Supervisory Board

My Annual Report