Composition of the Supervisory Board
Dr. Joachim Lemppenau
Born 1942
Chairman of the Supervisory Board (since July 1, 2004)
Initial appointment: July 7,1999
Former Chairman of the Management Board of Volksfürsorge Versicherungsgruppe, Hamburg
KR Mag. Dr. Ludwig Scharinger
Born 1942
Deputy Chairman of the Supervisory Board (since July 1, 2004)
Initial appointment: January 20, 1994
Former CEO of Raiffeisenlandesbank Oberösterreich AG, Linz
Deputy Chairman of the Supervisory Board of Raiffeisen Bank International AG, Vienna
KR Dr. Franz Gasselsberger, MBA
Born 1959
Member of the Supervisory Board
Initial appointment: July 1, 2004
Managing Director of Oberbank AG, Linz
Chairman of the Supervisory Board of Bank für Tirol und Vorarlberg Aktiengesellschaft, Innsbruck
Deputy Chairman of the Supervisory Board of BKS Bank AG, Klagenfurt
Member of the Supervisory Board of AMAG Austria Metall AG, Braunau-Ranshofen
Dr. Hans-Peter Hagen
Born 1959
Member of the Supervisory Board
Initial appointment: July 4, 2007
CEO of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, Vienna
Dr. Josef Krenner
Born 1952
Member of the Supervisory Board
Initial appointment: July 1, 2004
Head of the Directorate of Finance of the Federal State of Upper Austria, Linz
Member of the Supervisory Board of Lenzing AG, Lenzing
Chairman of the Supervisory Board of AMAG Austria Metall AG, Braunau-Ranshofen
Dr. Michael Kutschera, MCJ (NYU)
Born 1957
Member of the Supervisory Board
Initial appointment: July 1, 2004
Attorney at law; partner at Binder Grösswang Rechtsanwälte GmbH, Vienna
Mag. Dr. Josef Peischer
Born 1946
Member of the Supervisory Board
Initial appointment: July 1, 2004
Former Director of the Chamber of Workers and Employees for Upper Austria, Linz
Dipl.-Ing. Dr. Michael Schwarzkopf
Born 1961
Member of the Supervisory Board
Initial appointment: July 1, 2004
CEO of Plansee Holding AG, Reutte
Member of the Supervisory Board of Mayr-Melnhof Karton AG, Vienna
Member of the Board of Directors of Molibdenos y Metales S.A., Santiago, Chile
Delegated by the Works Council:
Josef Gritz
Born 1959
Member of the Supervisory Board
Initially delegated: January 1, 2000
Chairman of the Works Council for Wage Earners
of voestalpine Stahl Donawitz GmbH & Co KG, Donawitz
Johann Heiligenbrunner
Born 1948
Member of the Supervisory Board
Initially delegated: March 24, 2000
Chairman of the Works Council for Salaried Employees of voestalpine AG, Linz
Johann Prettenhofer
Born 1949
Member of the Supervisory Board (until December 31, 2011)
Initially delegated: January 1, 2008
Former Chairman of the Works Council for Wage Earners of BÖHLER Edelstahl GmbH & Co KG, Kapfenberg
Gerhard Scheidreiter
Born 1964
Member of the Supervisory Board (from January 1, 2012)
Initially delegated: January 1, 2012
Chairman of the Works Council for Wage Earners of BÖHLER Edelstahl GmbH & Co KG, Kapfenberg
Hans-Karl Schaller
Born 1960
Member of the Supervisory Board
Initially delegated: September 1, 2005
Chairman of the Group Works Council voestalpine AG, Linz
Chairman of the European Works Council of voestalpine AG, Linz
All Supervisory Board positions held by shareholders’ representatives terminate as of the close of the Annual General Shareholders Meeting of voestalpine AG, which adopts resolutions relative to the business year 2013/14.
None of the members of the Supervisory Board attended fewer than half of the Supervisory Board meetings during the last business year.
Information regarding the independence of the members of the Supervisory Board
All of the members elected to the Supervisory Board by the Annual General Shareholders’ Meeting have confirmed that they consider themselves to be independent based on the criteria defined by the Supervisory Board (Corporate Governance Code, Rule 53). The criteria for independence defined by the Supervisory Board may be viewed on the website www.voestalpine.com and correspond largely to Appendix 1 of the Corporate Governance Code. Furthermore, with the exception of Dr. Scharinger, who represents the shareholder Raiffeisenlandesbank Oberösterreich Invest GmbH & Co OG, and Dr. Peischer, who represents the voestalpine Mitarbeiterbeteiligung Privatstiftung, none of the members elected to the Supervisory Board by the Annual General Shareholders’ Meeting are shareholders with an investment of more than 10% or represent the interests of such shareholders (Rule 54).
Committees of the Supervisory Board
The Articles of Incorporation authorize the Supervisory Board to appoint committees from among its ranks and to define their rights and responsibilities. The committees can also be given the right to make decisions. In accordance with the ratio defined in Sec. 110 (1) of the Labor Constitution Act (Arbeitsverfassungsgesetz, ArbVG), the employee representatives on the Supervisory Board have the right to nominate members with a seat and a vote for Supervisory Board committees. This does not apply to committees that handle relations between the Company and the members of the Management Board.
The following Supervisory Board committees have been established:
General Committee
The General Committee is both the Nomination and Compensation Committee as defined by the Corporate Governance Code.
As the Nomination Committee, the General Committee submits recommendations to the Supervisory Board regarding filling Management Board positions that become vacant and handles issues regarding succession planning. As the Compensation Committee, the General Committee is also responsible for executing, amending, and dissolving employment agreements with members of the Management Board as well as for all matters associated with the management of Management Board members’ stock option plans. Furthermore, the General Committee has the right to make decisions in urgent cases. It also makes decisions regarding whether members of the Management Board are permitted to take on ancillary activities.
Members of the General Committee of the Supervisory Board:
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Dr. Joachim Lemppenau (Chairman)
-
KR Mag. Dr. Ludwig Scharinger (Deputy Chairman)
-
Hans-Karl Schaller
Audit Committee
The Audit Committee is responsible for monitoring the financial reporting process, the work undertaken by the auditor, reviewing and preparing approval of the annual financial statements, the recommendation for the appropriation of earnings, and the Management Report. It is also this committee’s responsibility to review the Group’s Consolidated Financial Statements and to submit a recommendation for the selection of an auditor and to report to the Supervisory Board in this matter. Furthermore, the Audit Committee is responsible for monitoring the effectiveness of the company-wide internal control system, the internal audit system, and the risk management system.
Members of the Audit Committee of the Supervisory Board:
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Dr. Joachim Lemppenau (Chairman)
-
KR Mag. Dr. Ludwig Scharinger (Deputy Chairman)
-
KR Dr. Franz Gasselsberger, MBA
-
Dr. Josef Krenner (Financial expert)
-
Hans-Karl Schaller
-
Josef Gritz
Number of Supervisory Board meetings and significant matters raised during Supervisory Board meetings and meetings of the committees during the business year 2011/12
During the business year 2011/12, the Supervisory Board fulfilled its responsibilities under the law and the Articles of Incorporation, holding five plenary sessions, two meetings of the Audit Committee, and four meetings of the General Committee. In addition to ongoing reports on the Group‘s current economic and financial situation, these meetings dealt in particular with issues surrounding the Group’s strategic development and the realignment of the Group’s structure, matters dealing with antitrust law, measures involving risk management and securing the Group’s liquidity as well as changes on the Management Board. The Audit Committee dealt with the review and preparation of the approval of the Company’s consolidated financial statements and the individual financial statements, preparation of the recommendation for the appointment of an auditor as well as topics relative to the internal control system, the risk management system, and Internal Auditing. The General Committee focused on questions regarding the Group’s strategy and its structure as well as matters relevant to antitrust law. Furthermore, in its function as Compensation Committee, it dealt with questions concerning the compensation of the members of the Management Board; in its function as the Nomination Committee, a focal point of its activity was the preparation of changes in the composition of the Management Board.
In the last meeting of the business year, the Supervisory Board carried out the self-evaluation stipulated under Rule 36 of the Corporate Governance Code and, utilizing a list of questions, dealt with the general cooperation between Management Board and Supervisory Board, quality and scope of the documents made available to the Supervisory Board as well as organizational questions.
