Under Rule 53 of the Austrian Code of Corporate Governance (the “Code”), the majority of the members elected to the Supervisory Board by the Annual General Meeting shall be independent of the company and its Management Board. The Supervisory Board shall establish and publish criteria regarding such independence (see www.voestalpine.com).
Based on the criteria established by the Supervisory Board, seven out of eight members elected to the Supervisory Board by the Annual General Meeting have confirmed that they consider themselves to be independent. The Supervisory Board member Dr. Wolfgang Eder pointed out in his confirmation that, given his position as Chairman of the Management Board of voestalpine AG until July 3, 2019, he does not fulfill one of the Supervisory Board’s criteria of independence. With the exception of Dr. Heinrich Schaller (who represents the shareholder, Raiffeisenlandesbank Oberösterreich Invest GmbH & Co OG) and Mag. Maria Kubitschek (who represents the voestalpine Mitarbeiterbeteiligung Privatstiftung), none of the Supervisory Board members elected by the Annual General Meeting are shareholder members with an investment of more than 10% in voestalpine AG or represent the interests of such shareholders (Rule 54).
As legal counsel to voestalpine AG and its subsidiaries, the law firm Binder Grösswang Rechtsanwälte GmbH, of which the Supervisory Board member Dr. Florian Khol is a partner, provided legal services in the business year 2022/23, particularly in connection with matters related to corporate, capital market, and civil law. Fees for these matters were billed at customary market rates. For the business year 2022/23, total net fees of EUR 32,237.67 (2021/22: EUR 19,237) were incurred for services provided by Binder Grösswang Rechtsanwälte GmbH. The Supervisory Board member Prof. Elisabeth Stadler is Chairwoman of the Management Board of Vienna Insurance Group AG (Wiener Versicherung Gruppe – VIG). The voestalpine Group has purchased insurance policies from VIG at terms and conditions customary for the market and industry primarily for the following areas: property/business interruptions, corporate liability, and transportation. In the business year 2022/23, VIG accounted for about 33.8% (2021/22: about 35.5%) of the voestalpine Group’s premiums for insurance programs.
