Corporate Governance

The Management Board and the Supervisory Board of voestalpine AG recognized the Austrian Corporate Governance Code in 2003 and have also implemented all the amendments introduced since that date.

In addition to the mandatory “L rules” (legal requirements), voestalpine AG voluntarily complies with all of the “C rules” (comply or explain) and the “R rules” (recommendation) of the Code. The Austrian Corporate Governance Code provides Austrian stock corporations with a framework for management and monitoring of their company. The Code is based on the provisions of Austrian stock corporation, stock exchange, and capital market law as well as the OECD Principles of Corporate Governance. The last amendment was made in July 2012. The Code achieves validity when companies voluntarily undertake to adhere to it.

The Code aims to establish a system of management and control of companies and groups that is responsible and geared to creating sustainable, long-term value. By voluntarily undertaking to adhere to the Code, voestalpine backs these objectives and commits to providing a high degree of transparency for all of the company’s stakeholders.

Business transactions with associated companies or parties are reported on in the quarterly reports and in the Annual Report of voestalpine AG. Furthermore, the quarterly reports and the Annual Report of voestalpine AG list any pending proceedings (e.g., antitrust proceedings).

Additional information about the Austrian Corporate Governance Code is available at: 

Antitrust proceedings relative to railway superstructure material

In the antitrust proceedings relative to railway superstructure material, in early July, the German Federal Cartel Office (Bundeskartellamt) imposed fines totaling EUR 124.5 million on four manufacturers and suppliers of rails for having entered into anti-competitive agreements to the detriment of Deutsche Bahn AG. EUR 8.5 million of these fines were levied against companies belonging to the voestalpine Group.

This means that the German Federal Cartel Office has thus confirmed voestalpine’s status of cooperating witness for the major part of the proceedings and the comparatively small fine concerns marginal segments only. Therefore, the antitrust proceedings involving for the most part Deutsche Bahn have now been resolved. At a later date, the German Federal Cartel Office will examine the deliveries of railway superstructure material to regional and local customers. From today’s perspective, it is still too early to estimate when we can count on a final decision regarding these additional issues.After very intensive negotiations with Deutsche Bahn, in late April 2013, we succeeded in reaching an agreement with regard to payment of compensation for damages for direct deliveries made under the rail cartel; it was agreed to keep the details regarding the actual amount confidential. This means that the first – and large – portion of the antitrust proceedings has now been concluded for voestalpine AG. Furthermore, this should enable us to restore the foundation for a continuing long-term, stable collaboration with Deutsche Bahn.

The provisions created for the antitrust proceedings and associated actions and costs as well as for the closure of TSTG Schienentechnik GmbH & Co KG in the annual financial statements 2011/12 in the amount of EUR 205.0 million are still considered to be appropriate in view of the current estimate of EUR 204.4 million.

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