The Articles of Association authorize the Supervisory Board to appoint committees from among its ranks and to define their rights and responsibilities. The committees may also be given the right to make decisions. In accordance with the ratio defined in Section 110 (1) Austrian Labor Constitution Act (Arbeitsverfassungsgesetz – ArbVG), the employee representatives on the Supervisory Board have the right to nominate members with a seat and a vote for Supervisory Board committees. This does not apply to committees that handle relations between the company and the members of the Management Board.
The following Supervisory Board committees have been established:
The General Committee is both the Nomination and the Compensation Committee as defined in the Corporate Governance Code.
As the Nomination Committee, the General Committee submits recommendations to the Supervisory Board as to the filling of Management Board positions that are becoming vacant and handles issues related to succession planning. As the Compensation Committee, the General Committee is responsible for executing, amending, and dissolving director’s contracts with members of the Management Board as well as for all matters associated with the administration of Management Board members’ stock option plans. Furthermore, in the business year 2019/20, the General Committee dealt with the preparation of a proposal regarding the Compensation Policy as per Section 78a and Section 98a Austrian Stock Corporation Act (Aktiengesetz – AktG). The General Committee is authorized to make decisions in urgent cases.
Members of the General Committee of the Supervisory Board:
- Dr. Joachim Lemppenau (Chairman)
- Dr. Heinrich Schaller (Deputy Chairman)
- Hans-Karl Schaller
The Audit Committee is responsible for monitoring the financial reporting process; supervising the work of the auditor; reviewing and preparing the approval of the annual financial statements; reviewing and monitoring the auditor’s independence; as well as reviewing the proposal for the appropriation of profits, the Management Report, and the Consolidated Corporate Governance Report. It is also this Committee’s responsibility to review the Group’s Consolidated Financial Statements as well as to submit a recommendation for the selection of an auditor and to report to the Supervisory Board thereon. Furthermore, the Audit Committee is responsible for monitoring the effectiveness of the Group-wide internal control system, the Internal Audit system, and the risk management system.
Members of the Audit Committee of the Supervisory Board:
- KR Dr. Franz Gasselsberger, MBA (Chairman)
- Dr. Wolfgang Eder
- Dr. Joachim Lemppenau
- Dr. Heinrich Schaller
- Hans-Karl Schaller
- Josef Gritz