Formal Obligation and Evaluation

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 2023 (ÖCGK 2023) 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 2023 with the following exceptions:

C-Rule 2 of the Code: On the basis of a resolution passed by the Annual General Meeting, the shares of STRABAG SE include two special registered shares with an associated right to nominate one member of the Supervisory Board each. The registered shares bind significant shareholder groups more strongly to the company and guarantee the availability of know-how from important stakeholders for the Supervisory Board. This is in the interest of good corporate governance and represents a long-term advantage for STRABAG SE, which further benefits especially from the commitment, expertise and experience of the respective Supervisory Board member. It also significantly improves the contact and communication between the company and its shareholders and promotes the transparency of the shareholder structure.

C-Rule 27 of the Code: It is a key concern for STRABAG SE that the 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 based on the specific tasks and responsibilities as well as the size and the economic situation of the company. Another factor that is considered is the competitiveness of the remuneration on the market. The variable component of the remuneration takes into account the shareholders’ interest in a positive development of the company and increases the motivation of the Management Board to take measures that sustainably improve the net income in the long term. The variable remuneration is measured on the basis of the financial indicators. In contrast, general non-financial criteria do not say very much about the sustainable success and economic situation of the company. On the contrary, a differentiated definition of non-financial criteria for each business segment would be to the detriment of transparency and ease of understanding. As a result of thorough debate in the Executive Committee of the STRABAG SE Supervisory Board, the decision was made not to use non-financial criteria to calculate the remuneration of the members of the Management Board.

In keeping with C-Rule 62 of the Austrian Code of Corporate Governance, STRABAG SE regularly subjects its compliance with the Code to an external evaluation every three years.

The last evaluation, for the 2022 financial year, was performed in 2023 by Rechtsanwalts GmbH, Vienna. The evaluation revealed no indications that the declarations provided by the Management and Supervisory Board members regarding observation of and compliance with the C-Rules of the Austrian Code of Corporate Governance were untrue. The C-Rules of the Code were complied with – inasmuch as these were included in the formal obligation of STRABAG SE. Some rules did not apply to STRABAG SE during the evaluation period.

The full evaluation reports are available in the download area.

Published on website: 22.02.2021 – Last Update: 07.11.2023 9:27:25