Commitment to the Austrian Corporate Governance Code
The Austrian Corporate Governance Code (“Code”) provides Austrian stock corporations with a framework for managing and monitoring their company. It serves to establish a system for managing and controlling companies and groups that is accountable and geared to creating sustainable, long-term value. This is designed to ensure a high 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 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 2018.1
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 acknowledge the Corporate Governance Code, and they have also accepted and implemented the amendments introduced since then. voestalpine AG thus commits itself to comply with 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.2
External evaluation of compliance with the corporate governance code
The Corporate Governance Code provides for a regular external evaluation of the company’s compliance with the Code. This evaluation was carried out by the Group’s auditor as part of the audit of the 2019/20 financial statements. The law firm, WOLF THEISS Rechtsanwälte GmbH & Co KG, conducted the review of compliance with those C rules of the Code that concern 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, Austria, May 18, 2020
The Management Board
1 Relative to the January 2018 version of the Code, solely rules that apply to business years starting after June 10, 2019, were added to the Code as amended January 2020. These rules are not material to the present Report for 2019/20.
2 The Corporate Governance Code contains the following rules: “L Rules” (= Legal) are measures prescribed by law; non-compliance with the “C Rules” (= Comply or Explain) must be justified; “R Rules” (= Recommendations) are recommendations.
This report is a translation of the original German-language report, which is solely valid.