Declaration of Commitment to the Code
- Erwin HAMESEDER - Chairman
- Hans-Jörg GEBHARD - Vice-Chairman
- Klaus BUCHLEITNER - Vice-Chairman
- Helmut FRIEDL
- Ernst KARPFINGER
- Thomas KIRCHBERG
- Josef PRÖLL
Staff Council delegates
- Stephan SAVIC
- Thomas BUDER
- Andreas KLAMLER
- Gerhard KOTTBAUER
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 =
Executive Committee =
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Comply or Explain
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In the event that a Management Board appointment is withdrawn, severance pay has been agreed in accordance with the provisions of the Employees Act.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.
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@) and to the FMA ( agrana.commarktaufsicht@). Public disclosure to be made by the issuer according to paragraph 3 of Article 19 MAR. fma.gv.at
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].