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Corporate Governance

Criteria for the Independence of Members of the Supervisory Board

A member of the Supervisory Board shall be deemed as independent if said member does not have any business or personal relations with the company or its management board that constitute a material conflict of interests and are therefore suited to influence the behaviour of the member.

Additional criteria for the independence of members of the Supervisory Board are laid down on the basis of the guidelines for the assessment of independence contained in Annex 1 to the Austrian Code of Corporate Governance (CCG):

  • A member of the Supervisory Board shall not have served as a member of the Management Board or as a management-level staff of the Company or one of its subsidiaries in the past five years.
  • A member of the Supervisory Board shall not maintain or have maintained in the past year any business relations with the Company or one of its subsidiaries to an extent of significance for said member of the Supervisory Board. This shall also apply to business relations with companies in which said member of the Supervisory Board has a considerable economic interest, but not for exercising functions in the bodies of the group. The approval of individual transactions by the Supervisory Board pursuant to L Rule 48 of the CCG does not automatically mean that the person is qualified as not independent.
  • A member of the Supervisory Board shall not have acted as an auditor of the Company or have owned a share in the auditing company or have worked there as an employee in the past three years.
  • A member of the Supervisory Board shall not be a member of the management board of another company in which a member of the Managing Board of the Company is a member of the supervisory board.
  • A member of the Supervisory Board may not remain on the Supervisory Board for more than 15 years. This shall not apply to members of the Supervisory Board who are shareholders with a direct investment or who represent the interests of such a shareholder.
  • A member of the Supervisory Board shall not be a closely related family member (direct offspring, spouses, life partners, parents, uncles, aunts, brothers, sisters, nieces, nephews) of a member of the Managing Board or of persons who hold one of the aforementioned positions.