Commitment to the Austrian Corporate Governance Code
The Austrian Corporate Governance Code provides Austrian stock corporations with a framework for managing and monitoring their company. The Code aims to establish a system of management and control of companies and Groups that is accountable and geared to creating sustainable, long-term value. It is designed to increase the degree of transparency for all stakeholders of a company.
The Code is based on the provisions of Austrian stock corporation, stock exchange, and capital market law; the EU recommendations regarding the responsibilities of members of supervisory boards and the compensation of directors; as well as the basics of the OECD Principles of Corporate Governance. Since 2002, the Code has undergone a number of revisions. The present Corporate Governance Report is based on the most recent amendment of the Code, which was adopted in January 2018.
The Code achieves validity when companies voluntarily undertake to adhere to it. The Management Board and the Supervisory Board of voestalpine AG decided as early as in 2003 to recognize the Corporate Governance Code and have also accepted and implemented the amendments introduced since that date. voestalpine AG has thus committed itself to comply with the most recent version of the Austrian Corporate Governance Code, as amended.
In addition to the mandatory “L rules,” the Company also complies with all of the “C rules” and “R rules” of the Code.1
EXTERNAL EVALUATION OF COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
The Corporate Governance Code provides for a regular external evaluation of compliance with the Code by the Company. This evaluation was carried out by the Group’s auditor as part of the audit of the 2017/18 financial statements. The law firm WOLF THEISS Rechtsanwälte GmbH & Co KG conducted the review of compliance with the C rules of the Code regarding the audit (Rules 77 to 83). As a result of this evaluation, the auditors have determined that the declaration provided by voestalpine AG with regard to compliance with the Corporate Governance Code as amended in January 2018 conforms to actual conditions.
Linz, May 18, 2018
The Management Board
1 The Corporate Governance Code contains the following rules: “L rules” (= Legal) are measures prescribed by law; “C rules” (= Comply or Explain) must be justified in the event of non-compliance; “R rules” (= Recommendations) are recommendations.
This report is a translation of the original report in German, which is solely valid.