Commitment to the Austrian Corporate Governance Code
The Austrian Corporate Governance Code provides Austrian stock corporations (Aktiengesellschaften) with a framework for management and control. 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. The Code is designed to increase the degree of transparency for all stakeholders.
The Code is based on the provisions of Austrian stock corporation, stock exchange, and capital market law, the EU recommendation regarding the responsibilities of members of Supervisory Boards and the compensation of company directors, as well as the OECD Principles of Corporate Governance. Since 2002, the Code has undergone a number of amendments. The present Corporate Governance Report is based on the most recent amendment of the Code, which was adopted in January 2009. The Code is available to the public at www.corporate-governance.at and on the Company’s website.
Companies voluntarily undertake to adhere to the Code. The Management Board and the Supervisory Board of voestalpine AG recognized the Corporate Governance Code in 2003 and have also accepted and/or implemented the amendments introduced since that date. voestalpine AG thus affirms that it will comply with the most recent version of the Austrian Corporate Governance Code.
In addition to the mandatory “L rules”1 the Company also complies with all of the “C rules” of the Code.
As legal counsel to voestalpine AG, the law firm Binder Grösswang Rechtsanwälte GmbH, where Dr. Michael Kutschera is a partner, performed legal advisory services during the business year 2009/10 on questions in connection with the minority shareholder squeeze-out procedure relating to BÖHLER-UDDEHOLM Aktiengesellschaft. Fees for these matters are invoiced at the general hourly rates of the law firm of Binder Grösswang Rechtsanwälte applicable at the time. In the business year 2009/10, total net fees of EUR 147,525.83 were incurred for services provided by the law firm of Binder Grösswang Rechtsanwälte GmbH.
Code of Conduct
In the past business year, the Management Board also decided on the introduction of a voestalpine Code of Conduct in addition to the Corporate Governance Code. This Code of Conduct applies to all employees of the Group and provides the basis for ethical and legally correct behavior in the voestalpine Group.
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 only, which, in the case of voestalpine AG are being largely complied with.
