In the 2009|10 financial year AGRANA complied with all so-called „L rules“ of the Code (these are rules are based on legal requirements). It also adhered to all of the Code’s 2009 “C rules” (comply-or-explain rules) with the exception of the following four:

Rules 31 and 51 (disclosure of compensation of the individual members of the Management Board and Supervisory Board)
For the purpose of disclosure, the compensation of the Management Board members is analysed in terms of fixed and variable components. The disclosure of individual compensation stipulated by Rule 31 is omitted, as the associated encroachment on members’ privacy is out of proportion to the benefits of such an approach. The same applies to the disclosure of individual compensation of Supervisory Board members specified by Rule 51.

Rule 49 (contracts requiring approval)
Under section 95 (5)(12) of the Austrian Stock Corporation Act, the approval of the Supervisory Board is required for contracts with members of the Supervisory Board by which members undertake, outside their role on the Supervisory Board, to provide a service to the company or a subsidiary for a material consideration. This also applies to contracts with companies in which a Supervisory Board member has a significant economic interest. For business policy and competition reasons, the object and terms of such contracts are not published in the annual report as stipulated in rule 49.

Rule 54 (appointment of an independent Supervisory Board member)
AGRANA Beteiligungs-AG has a free float of more than 20%. From this threshold upward, rule 54 of the Austrian Code of Corporate Governance stipulates the election of an independent member of the Supervisory Board who is neither a holder of more than 10% of the company’s share capital nor represents the interests of such a shareholder. The Supervisory Board of AGRANA does not have such a free-float representative.