2008 declaration on the CGC
AvW Invest AG (“AvW”) is fully committed to the principles of corporate governance as set out in the Austrian Corporate Governance Code (as amended, available at www.corporate-governance.at) and expressly supports the aim of strengthening the confidence of investors in Austria’s capital market by means of greater transparency and uniform principles of corporate management.
The Management Board and the Supervisory Board engage in a continuous and close dialogue for the benefit of the company. Implementation of the rules and recommendations laid down in the Corporate Governance Code is evaluated at regular intervals. AvW Invest AG is conscious not only of its economic but also of its social responsibility.
In order to provide its shareholders with as much transparency as possible, AvW fosters open communication on all levels. For this reason, until the suspected breach of trust, customers were kept informed by means of a monthly newsletter and subsequently via the website, through the newsletter and/or by post.
The Corporate Governance Code comprises the following categories of rules:
1. Legal Requirements (L): The rule is based on mandatory legal requirements.
2. Comply or Explain (C): The rule is to be adhered to, and any deviation must be explained and justified.
3. Recommendation (R): The nature of the rule is a recommendation; non-compliance requires neither disclosure nor explanation.
AvW Invest AG operates in full compliance with the stipulations of the Austrian Corporate Governance Code. It abides by the regulations and recommendations set out in the Code. Any deviations are explained below.
With regard to the C rules, the following applies:
4: Publication of the motions to be put before the General Meeting of Shareholders and disclosure of all documentation, including motions and counter motions made by shareholders, on the company’s website, with the possibility to download them, does not seem practical or appropriate, as this information is not intended for the general public, but only for the shareholders of AvW Invest AG. In the view of AvW, this means that only shareholders should be entitled to access these documents. The shareholders tabling motions also have a right to confidentiality.
16: Members of the AvW Management Board are:
Dr. Wolfgang Auer von Welsbach (chairman), born 1956
Initial appointment: 19 July 1993; end of current term of office: 22 November 2011
Areas of responsibility: equity investments and securities, real estate in Austria, financial services (until 24 October 2008), Supervisory Board member in the following companies:
- Binder & Co AG, Gleisdorf (chairman of the Supervisory Board)
- FGN AG, Hamburg (chairman of the Supervisory Board)
- New Econ AG, Wiesbaden (member of the Supervisory Board)
- SftT AG, Vienna (member of the Supervisory Board)
Maria Auer von Welsbach (member of the Management Board), born 1966
Initial appointment: 23 November 2001; end of current term of office: 22 November 2011
Areas of responsibility: equity investments and securities, financial services (until 24 October 2008), real estate in Austria, IT sector
27 – 30: The total remuneration of the AvW Management Board for the financial year ending 31 December 2008 amounted to EUR 651,144.67. Since 2008, the Management Board has been composed of Dr. Wolfgang Auer von Welsbach (chairman) and Maria Auer von Welsbach. The Management Board’s remuneration consists of a fixed salary, which is paid out monthly, and a variable, performance-based component. The performance-based component is 5% for the chairman of AvW Invest AG’s Management Board and is calculated by reference to the profit on ordinary activities (POA). Board member Maria Auer von Welsbach receives only a fixed remuneration, with no variable component.
There are no share options in favour of the members of the Management Board. Furthermore, there are neither specific pension arrangements for Management Board members, nor special entitlements in the event of the termination of their office.
A directors’ and officers’ insurance policy is in place for all Management Board and Supervisory Board members as well as AvW’s financial partners. The annual premium is currently EUR 26,907.51. The insurance provides cover of EUR 1,000,000.00.
34: AvW’s Supervisory Board is composed of four persons. The company has also formed an audit committee. The audit committee is assigned the responsibilities outlined in § 92a (4) of the Austrian Companies Act (AktG). It has not been deemed necessary to set up any further committees. All matters, with the exception of the audit committee, are the responsibility of all of the members of the Supervisory Board. The establishment of committees is governed by the company’s Articles of Association.
36: The AvW Supervisory Board held six meetings in 2008.
38: No age limit for Management Board members is provided for at AvW. Ability and years of experience take precedence over age restrictions.
39: The audit committee of AvW’s Supervisory Board consists of the following persons: DI Rudolf Rheindt, Michael Weinzierl and Dr. Helmut Berger-Kriegler. The audit committee held one meeting in 2008.
49: No activities are undertaken by the members of the Supervisory Board on behalf of AvW Invest AG that require authorisation in accordance with L-rule 48.
51: In 2008, the compensation paid to the entire Supervisory Board was EUR 40,000.00. The Supervisory Board chairman received EUR 15,000.00, the deputy chairman received EUR 10,000.00, and each of the remaining two Management Board members received EUR 7,500.00.
53 – 55: All four members of AvW Invest AG’s Supervisory Board comply in full with the criteria for the independence of Supervisory Board members . No Supervisory Board member holds a stake of more than 10% in AvW Invest AG or represents the interests of such a shareholder.
59: The Supervisory Board of AvW Invest AG consists of the following persons:
Dipl.-Ing. Rudolf RHEINDT, born 1940 (chairman of the Supervisory Board)
Initial appointment: 2 June 1993
End of current term of office: until the AGM at which discharge for the financial year 2011 will be granted.
Michael WEINZIERL, born 1950 (deputy chairman of the Supervisory Board)
Initial appointment: 2 June 1993
End of current term of office: until the AGM at which discharge for the financial year 2011 will be granted.
Dr. Helmut BERGER-KRIEGLER, lawyer, born 1957
Initial appointment: 27 April 2004
End of current term of office: until the AGM at which discharge for the financial year 2011 will be granted.
Dr. Arnulf KOMPOSCH, born 1955
Initial appointment: 22 April 2008
Retired from office on 28 February 2009
Dr. Komposch is a Supervisory Board member in the following company:
- C-QUADRAT Investment AG
60: There is no employees’ council at AvW Invest AG. For this reason, no members of the employees’ representative body belong to the Supervisory Board.
Krumpendorf, April 2009
