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. The following Supervisory Board committees have been established:
General Committee
The General Committee simultaneously serves as the Nomination Committee as defined in the Code. The Chairman of the Supervisory Board and one or all of his deputies are members of the General Committee. With the exception of matters concerning relations between the company and the members of the Management Board, pursuant to Section 110 (1) ArbVG one or two employee representatives are also members of the General Committee.
The General Committee is responsible for executing, amending, or rescinding directors’ contracts with members of the Management Board as well as for all matters associated with the administration of Management Board members’ stock option plans. As the Nomination Committee, the General Committee submits recommendations to the Supervisory Board concerning candidates for positions on the Management and/or Supervisory Board that are becoming vacant. The General Committee is authorized to make decisions in urgent cases.
Members of the General Committee of the Supervisory Board:
- Dr. Wolfgang Eder (Chairman)
- Dr. Heinrich Schaller
- Hans-Karl Schaller
Audit Committee
The Audit Committee is tasked with the responsibilities set forth in Section 92 (4a) AktG and in Rule 40 of the Code. Hence it is responsible for monitoring the financial reporting process; reviewing and monitoring the auditor’s independence and supervising their work; reviewing and preparing the adoption of the annual financial statements; reviewing the proposal for the appropriation of earnings, the Management Report, and the Consolidated Corporate Governance Report; and approving non-audit services. It is also tasked with monitoring the consolidated financial reporting process, reviewing the Group’s Consolidated Financial Statements, and submitting a recommendation for the selection of the auditor. Furthermore, the Audit Committee is responsible for monitoring the effectiveness of the Group-wide internal control system, Internal Audit, and the risk management system as well as for reporting the findings from its reviews to the Supervisory Board.
Members of the Audit Committee of the Supervisory Board:
- KR Dr. Franz Gasselsberger, MBA (Chairman)
- Dr. Wolfgang Eder
- Dr. Joachim Lemppenau † (deceased on September 27, 2022)
- Dr. Heinrich Schaller
- Hans-Karl Schaller
- Josef Gritz
Compensation Committee
The Compensation Committee consists of at least two shareholder representatives, including the Chairman of the Supervisory Board. It prepares proposals for the Compensation Policy applicable to the members of the Management Board and monitors whether the directors’ contracts with Management Board members comply with the policy.
Members of the Compensation Committee of the Supervisory Board:
- Dr. Wolfgang Eder (Chairman)
- Dr. Heinrich Schaller
- Hans-Karl Schaller
In the business year 2022/23, the majority of members of all Supervisory Board committees met the criteria for independence pursuant to Rule 53 of the Austrian Code of Corporate Governance. In addition to one employee representative, the General and Compensation Committee includes two members elected by the Annual General Meeting. Having been elected Chairman of the Supervisory Board of voestalpine AG with effect from April 1, 2022, pursuant to the Supervisory Board’s rules of procedure Dr. Wolfgang Eder also chairs both the General Committee (which simultaneously serves as the Nominating Committee) and the Compensation Committee. Owing to his prior position as Chairman of the Management Board of voestalpine AG until July 3, 2019, Dr. Eder does not fulfill one of the Supervisory Board’s criteria of independence as stipulated in Rule 53 of the Code. As a result, these two committees do not comply with Rule 39 of the Code, because the majority of the committee members elected by the Annual General Meeting do not fulfill the independence criteria required by the Supervisory Board. By electing Dr. Eder as Chairman of the Supervisory Board and thus also Chairman of the General and Compensation Committee, the Supervisory Board is relying—in the company’s interest with regard to these key responsibilities—on his many years of experience in both the industry and management as well as his insights into the Group.
