In October 2002, the Austrian Code of Corporate Governance
(the ‘‘Code’’) was published; it was amendedin February 2005 and in
January 2006. The Code is based on the provisions of Austrian corporate
law, securities law and capital market law, as well as on the tenets of
the OECD Principles of Corporate Governance.
The Code provides Austrian corporations with a regulatory framework for
company management and supervision. The Code achieves validity through
voluntary self-regulation by companies. The Code’s objective is the
responsible management and supervision of companies and groups of
companies, aiming at the creation of sustainable and long-term value.
The Code is designed to establish a high degree of transparency for all
company stakeholders.
The Managing Board and Supervisory Board approved the recognition of the Code in April 2006.
In addition to the mandatory ‘‘L Rules’’ (Legal Requirement), the
Code will be observed in accordance with the ‘‘C Rules’’ (Comply or
Explain), with the following exceptions:
Rules 39, 41 and 43 (The establishment of committees of the Supervisory Board) are not
complied with. only the legally required balance sheet committee exists.
As the Supervisory Board consists of five shareholders' representatives
only, further committees would not result in an increase of the Board's
efficiency. Members of the balance sheet committee are Andreas Szigmund
(Chairman), Fred Duswald and Viktoria Kickinger.
Rule 45 (Positions of members of the Supervisory Board held in companies
competing with the company), is complied with in general. However, the
Supervisory Board may, in advance, give its consent to the acceptance of
such a position.
Rule 80 (The assessment of the functionality of the risk management by the
auditors) is not complied with as the risk management systems are
established on the level of the group companies. A group-wide risk
management system applicable to all subsidiaries is still under
construction due to the acquisitions made in the financial year 2007.
The Board of Directors expects that the implementation of this system
will be completed in 2008.
