Corporate Governance

Corporate Governance

We apply strict requirements in terms of leadership and transparency. These are the keys to responsible leadership and reliable corporate governance. Our objective: To promote trust on the part of national and international investors in the ability of our company to sustainably add value. We act based on the principles of the Austrian Corporate Governance Code. These rules for governing and monitoring publicly-listed stock corporations are based on a voluntary commitment.

Corporate Governance Report 2017|18

Commitment to the Code

Declaration of Commitment to the Code

During its meeting on 24 February 2005, the Supervisory Board of AGRANA Beteiligungs-AG unanimously proclaimed the company's commitment to compliance with the Austrian Corporate Governance Code.  The AGRANA Group's corporate structure has always been based on open and constructive cooperation between the Managing Board and the Supervisory Board.  Together, they ensure that the Corporate Governance Code is complied with as fully as possible.

 

Austrian Code of
Corporate Governance

As amended in January 2015

Independent Assurance Report on compliance of KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft

Download
SUPERVISORY BOARD

SUPERVISORY BOARD

The Supervisory Board of AGRANA Beteiligungs-AG consists of twelve members: eight elected by shareholders at the Annual General Meeting and four employee representatives delegated by the Works Council.

Supervisory Board

  • Erwin HAMESEDER - Chairman
  • Wolfgang HEER - Vice-Chairman
  • Klaus BUCHLEITNER - Vice-Chairman
  • Helmut FRIEDL
  • Hans-Jörg GEBHARD
  • Ernst KARPFINGER
  • Thomas KIRCHBERG
  • Josef PRÖLL

 

Staff Council delegates

  • Stephan SAVIC
  • Thomas BUDER
  • Andreas KLAMLER
  • Gerhard GLATZ

SUPERVISORY BOARD COMMITTEES

Excerpt from the bylaws of the Supervisory Board

The Supervisory Board may elect to appoint committees formed from its members in order to prepare meetings and resolutions for the full Supervisory Board, to monitor the implementation of certain resolutions previously passed, or to independently attend to matters assigned to such committees by the full Supervisory Board.

In particular, a Supervisory Board committee (the Personnel Committee) is to be appointed, in accordance with § 92, Para. 4 of the Austrian Stock Corporation Act (AktG.), to act as a representative for the Company in legal matters between the Company and active or retired Executive Board members.

Furthermore an executive committee will be appointed, which is authorized by the supervisory board to decide in urgent issues. The urgency is determined by the chairperson.

Supervisory Board committees shall comprise a chairperson or one deputy and a certain number of members, which is to be appointed by the supervisory board, with the exception of the committee as defined under Para. 2, which shall comprise the chairperson and two further members selected from the Supervisory Board members elected at the Annual Shareholders' Meeting. Two deputies for the chairperson may be appointed if such is voted upon

COMMITTIES AND THEIR RESPECTIVE MEMBERS:

Personnel Committee =
Nomination and Remuneration Committee

Executive Committee =
Strategic Committee

Audit Committee

 
  • Erwin Hameseder
  • Wolfgang Heer
  • Klaus Buchleitner
 
 
  • Erwin Hameseder
  • Wolfgang Heer
  • Klaus Buchleitner
  • Hans Jörg Gebhard
  • Thomas Buder
  • Gerhard Glatz
 
 
  • Klaus Buchleitner
  • Wolfgang Heer
  • Thomas Buder
 

Independence of Supervisory Board members

At its sitting on 20 February 2006, the Supervisory Board of AGRANA Beteiligungs-AG resolved to adopt the independence criteria contained in Annex 1 of the Austrian Corporate Governance Code.


Austrian Code of Corporate Governance

 

Comply or Explain

Comply or Explain

AGRANA's compliance with all Legal Requirements (so-called "L rules") goes without saying.  Similarly, the company endeavours to comply with all the requirements contained in the code's "Comply or Explain" section.

In the 2017|18 financial year, AGRANA adhered to all C rules of the Code except as explained below:

Rule 27 (Management Board compensation criteria)

The existing employment contracts of the Management Board members do not tie variable compensation to non-financial criteria and do not specify maximum amounts. Setting ceilings on the amount of variable compensation would reduce the flexibility to respond to unforeseeable developments and to honour special achievements. A retroactive change to existing contracts does not appear justified.

.

Rule 27a (severance pay)

In the event that a Management Board appointment is withdrawn, severance pay has been agreed in accordance with the provisions of the Employees Act. The Management Board contracts do not contain a ceiling on severance pay.

The approach in respect of rules 27 and 27a was adopted by the Supervisory Board and implemented by the Nomination and Remuneration Committee in the contracts of the Management Board members.

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. This divergence was adopted by the Supervisory Board at the time of the initial commitment to the Code of Corporate Governance in 2005.

Directors' Dealings

Di­rec­tors' Deal­ings

Persons discharging managerial responsibilities with AGRANA Beteiligungs-AG (members of the Supervisory Board or of the Board of Directors), as well as persons closely associated with these persons shall report to AGRANA Beteiligungs-AG and the Austrian Financial Market Authority (FMA) all transactions including shares or securities equivalent to shares of AGRANA Beteiligungs-AG admitted to trading on regulated markets or derivatives linked to them or to companies affiliated to it or other financial instruments. 

Since 3 July 2016 the Market Abuse Regulation (EU) No. 596/2014 (MAR) shall apply. The persons shall report to AGRANA Beteiligungs-AG and the FMA immediately and no later than three business days after the date of the transaction. The notification according to template of the Commission Implementing Regulation (EU) No. 2016/523 to be transmitted via e-Mail to AGRANA Beteiligungs-AG (eigengeschaefte@Remove thisagrana(dot)com) and to the FMA (marktaufsicht@Remove thisfma.gv(dot)at). Public disclosure to be made by the issuer according to paragraph 3 of Article 19 MAR.

Historical data about Directors' Dealings of AGRANA Beteiligungs-AG are still presented in the database of the Austrian Financial Market Authority (FMA) [Transactions until 2 July 2016].

Current IR news from AGRANA via email

Enter your details in our distribution list for press releases, financial news, annual and quarterly reports: