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 Section 110 (1) Austrian 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 the Compensation Committee as defined in the Corporate Governance Code.
As the Nomination Committee, the General Committee submits recommendations to the Supervisory Board as to the filling of Management Board positions that are becoming vacant and handles issues related to 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 as to whether members of the Management Board are permitted to take on ancillary activities.
Members of the General Committee of the Supervisory Board:
- Dr. Joachim Lemppenau (Chairman)
- Dr. Heinrich Schaller (Deputy Chairman)
- Hans-Karl Schaller
Audit Committee
The Audit Committee is responsible for monitoring the financial reporting process; supervising the work of the auditor and both reviewing and preparing the approval of the annual financial statements; reviewing and monitoring the auditor’s independence; as well as reviewing the proposal for the appropriation of earnings, the Management Report, and the Consolidated Corporate Governance 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 the 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:
- Dr. Joachim Lemppenau (Chairman)
- Dr. Heinrich Schaller (Deputy Chairman)
- KR Dr. Franz Gasselsberger, MBA
- Dr. Hans-Peter Hagen
- Hans-Karl Schaller
- Josef Gritz
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