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During the preparations for its IPO, STRABAG SE implemented the rules of the Austrian Code of Corporate Governance (ÖCGK). STRABAG SE is now fully and without exception committed to the Austrian Code of Corporate Governance as amended in January 2010 (ÖCGK 2010) and with the Code’s objectives. STRABAG SE sees compliance with all the rules contained within the Code as a top priority. For this reason, we not only pledge to abide by the minimum requirements but also endeavour to implement “best practice”. This means that we also strive to, without exception, follow all of the so-called R-rules (recommendations).
STRABAG SE is committed to compliance with ÖCGK 2010 with the following exceptions:
Rule 2 C ÖCGK 2010: STRABAG SE issued two specific registered shares ("Namensaktien"). Each of these shares entitles the respective shareholder to delegate a member of the supervisory board; this delegation right ensures - for the advantage of STRABAG SE - that know-how of main stakeholders is available within the supervisory board.
Rule 27 C ÖCGK 2010: It is a matter of concern for STRABAG SE that remuneration of the management board members be made according to measurable criteria in a way that is transparent and easily comprehensible. The remuneration of the management board is therefore based on the scope of the work, the responsibilities and the personal performance of the individual management board member as well as on the achievement of the corporate goal, the size and the economic situation of the company. Non-financial criteria are not applied for the remuneration as these do not guarantee a transparent and easily comprehensible remuneration within the business activities of STRABAG SE.
Rule 27a C ÖCGK 2010: The previous clause in the management contracts regarding severance payments in the case of premature termination has proved its worth, so that STRABAG SE sees no reason for changes or amendments in this regard. In the case of premature termination of a management contract without material breach, the management board member’s claim to the annual fixed portion remains – but not for the performance-based variable portion – for the remaining term of the contract. No severance payment is made in the case of premature termination of a management contract for a material reason for which a management board member is responsible.
As of 2013, STRABAG SE plans to submit triennially to an independent evaluation of full and complete compliance with the Austrian Code of Corporate Governance (ÖCGK). Three of these evaluations were undertaken for the 2008, 2009 and 2010 financial years by Berger Saurer Zöchbauer Rechtsanwälte and Berger Saurer Ettel Rechtsanwälte, respectively. The full evaluation reports are available in the download area.
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