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 2020|21 financial year, AGRANA adhered to all C rules of the Code except as explained below:

Rule 27 (Management Board compensation criteria)

Rule 27a (severance pay)

Rule 49 (contracts requiring approval)

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.

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In the event that a Management Board appointment is withdrawn, severance pay has been agreed in accordance with the provisions of the Employees Act.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.

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.