Commitment to the Austrian Code of Corporate Governance
Burgenland Holding AG is an Austrian public limited company listed on the Vienna Stock Exchange. Besides the applicable regulations of Austrian law, in particular the Companies Act and Capital Markets Act, corporate governance is governed by the By-Laws of Burgenland Holding AG, the Austrian Code of Corporate Governance (ACCG) – see www.corporate-governance.at – as well as the rules of procedure of corporate bodies.
The Executive and Supervisory Boards of Burgenland Holding AG are bound by the Principles of Good Corporate Governance and thus fulfil the expectations of Austrian and international investors with regard to responsible and transparent corporate governance and management control with a long-term perspective. As of 16 March 2018, Burgenland Holding AG has fully submitted to the ACCG as amended in January 2018.
The standards of the ACCG are subdivided into three groups: The first category (Legal Requirements) is based exclusively on mandatory legal provisions and has to be applied by all listed Austrian companies and is also fulfilled to the letter by Burgenland Holding AG. Non-compliance with C-Regulations (Comply-or-Explain) is possible, but has to be justified publicly. Burgenland Holding AG is posting such declarations in this report as well as on its homepage. R-Regulations (Recommendation), by contrast, are of purely recommendatory character and deviations do not require any explanation.
Since the Company is not obliged to prepare consolidated group accounts, IFRS are not applicable to Burgenland Holding AG. Reporting is effected pursuant to applicable Austrian financial reporting requirements; Regulations 65, 66, 69 and 70 of the ACCG are not applied.
The Executive and Supervisory Boards of Burgenland Holding AG declare, notwithstanding the deviations and explanations listed below, full and complete compliance with the C-Regulations of the ACCG; there are also only isolated deviations from R-Regulations.
Deviations from C-Regulations
Due to the special character of the Company, Burgenland Holding AG deviates from the following C-Regulations of the ACCG:
- Regulation 16: No member of the Executive Board was elected Chairman. The Company is a holding with a minor extent of operating business activities. Given a two-member Executive Board, appointing a Chairman of the Executive Board would also entail certain disadvantages. Therefore, the Supervisory Board chose not to make such appointment. As this is not subject to any temporal restrictions, changes can be made at any time. The Executive Board acts as a collegial body and has always adopted its resolutions unanimously.
- Regulation 27: The remuneration of the Executive Board does not contain any variable components. The size of the Company, the limited influence on investment income as well as the character of the position as sideline employment are good arguments for a simplified remuneration scheme. Therefore, the Supervisory Board chose not to stipulate any provisions to this effect. As this is not subject to any temporal restrictions, changes can be made at any time. Fixed remuneration as currently in place has proved suitable.
- Regulation 37:The Chairman of the Supervisory Board communicates with the Executive Board as a whole. The Company is a holding with a minor extent of operating business activities. The Supervisory Board therefore refrained from appointing a Chairman of the Executive Board (see justification of Regulation 16). As this is not subject to any temporal restrictions, changes can be made at any time. Coordination of strategy, business development as well as risk management with the full Executive Board has worked very smoothly given the limited number of business transactions.
The full Corporate Governance Report 2017/18 can be retrieved here