Consolidated
Corporate Governance
Report 2023
in accordance with Section 267b of the Austrian Commercial Code (UGB)
Contents | |
Corporate governance - framework | 3 |
Commitment to the Austrian Code of Corporate Governance | 3 |
Declaration of conformity | 3 |
Evaluation | 3 |
Scope of reporting | 3 |
Deviations | 4 |
Executive Board | 5 |
Composition of the Executive Board | 5 |
Work procedures and allocation of responsibilities | 6 |
Supervisory Board | 7 |
Personal details, chairpersons and other Board functions | 7 |
Independence | 10 |
Supervisory Board meetings | 10 |
Composition and work procedures of the committees | 11 |
Contracts requiring consent - conflicts of interest | 15 |
Annual General Meeting | 17 |
Diversity concept for appointments to the Executive Board and Supervisory Board | 17 |
Supervisory Board | 17 |
Executive Board | 18 |
Measures for the advancement of women | |
(Section 243c(2)(2) of the Austrian Commercial Code (UGB)) | 19 |
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Consolidated
Corporate Governance Report
in accordance with Section 267b of the Austrian Commercial Code (UGB)
Corporate governance - framework
VERBUND AG is a listed stock corporation domiciled in Austria. Its corporate governance framework is derived from Austrian and European law, including, but not limited to, stock corporation and capital market law, the Austrian Commercial Code (Unternehmensgesetzbuch, UGB) including the regulations governing employee co-determination, the Company's Articles of Association, the rules of procedure for the Company's Boards and, finally, the Austrian Code of Corporate Governance (Österreichischer Corporate Governance Kodex, ÖCGK).
Commitment to the Austrian Code of Corporate Governance
Declaration of conformity
VERBUND has declared its unconditional commitment to the Austrian Code of Corporate Governance (ÖCGK). The Executive Board and Supervisory Board see it as their primary duty to comply with all of the rules of the Code as fully as possible and to maintain and continue to develop the Group's high internal standards. The Code as amended in January 2023 was applied during financial year 2023 and adhered to in accordance with the explanatory notes in this report. Active implementation of the requirements of the Code is intended to ensure responsible management and control of the Group directed at sustainable, long-term value creation and to create a high level of transparency for all stakeholders. VERBUND will continue to actively adhere to the Code as amended during financial year 2024. Applying the Code as fully as possible is an essential building block for strengthening the trust placed in the Group by shareholders, business partners, employees and the general public.
Evaluation
In accordance with C Rule 62 of the Austrian Code of Corporate Governance (ÖCGK), compliance with the Code and the accuracy of the related reporting is evaluated externally by an independent auditor at regular intervals. The last such evaluation was carried out for 2022 and resulted in a positive report. The next evaluation is planned for financial year 2025.
Scope of reporting
A consolidated corporate governance report is presented as required under statutory provisions. As a combined report, it also includes the report in accordance with Section 243c of the Austrian Commercial Code (UGB), and key items of this report have been expanded beyond the listed parent company to include the entire Group. Opinion 22 of the Austrian Financial Reporting and Auditing Committee (AFRAC) has been followed with respect to the requirements on content.
This Consolidated Corporate Governance Report includes not only the disclosures required by law but also the additional content as intended by the Code of Corporate Governance. In addition, further information is provided on the relevant indicators under the Global Reporting Initiative (GRI), the global standard on sustainability reporting.
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The Austrian Code of Corporate Governance as amended is available on the website of the Austrian Working Group for Corporate Governance at www.corporate- governance.at
Detailed information on the composition and work procedures of the Executive Board, the Supervisory Board and the Supervisory Board's committees is provided in the sections entitled Executive Board and Supervisory Board.
For information on the remuneration of the Executive Board and Supervisory Board, please refer to the separate remuneration report, which is to be submitted to the Annual General Meeting and is published on the website.
Further information on the Executive Board, the Supervisory Board and the Annual General Meeting and on their interactions is available in the document entitled Disclosures on Management Approach (DMA) at www.verbund.com > Investor Relations > Financial reports.
Deviations
VERBUND complies with almost all the rules of the Austrian Code of Corporate Governance, including the R-Rules. The deviations applied in financial year 2023 are the same as those applied in the previous year. There are slight deviations in the application of only two C-Rules in the code, which are to some extent the result of legislative circumstances. In accordance with the "comply or explain" principle, those deviations are explained below.
C-Rule 2:
The principle of "one share - one vote" is generally adhered to with respect to VERBUND shares. The sole exception is based on a restriction on voting rights embodied in the "Federal constitutional act regulating the ownership structure of enterprises in the Austrian electricity industry" and in the provision of the Articles of Association based on this. That provision states: "With the exception of regional authorities and companies in which regional authorities hold an interest of at least 51%, the voting rights of each shareholder at the Annual General Meeting shall be restricted to 5% of the share capital."
C-Rule 45:
The rule according to which Supervisory Board members may not assume any functions on the boards of other companies that are competitors of the Group was adhered to by all the members of the Supervisory Board, with two exceptions.
The two Supervisory Board members in question each carry out leading functions on boards of companies which are shareholders of VERBUND AG. If there is a conflict of interest with them in a specific case, then the chairperson will institute appropriate measures (e.g. withholding certain documents or information, abstaining from voting or departing from the meeting). This was required once for a single agenda item in the reporting period.
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Executive Board
Composition of the Executive Board
The Executive Board was composed of three members in financial year 2023.
The term of office of all members of the Executive Board ended on 31 December 2023. At its meeting on 27 March 2023, the Supervisory Board therefore resolved to re-elect Mag. Dr. Michael Strugl MBA as Chairman, Dr. Peter F. Kollmann as Vice-Chairman and Mag. Dr. Achim Kaspar.
At the same time, the Supervisory Board appointed Dr. Susanna Zapreva-Hennerbichler as an Executive Board member with effect from 1 January 2024.
Executive Board
Name | Year of | Date of initial | End of current term | |||
birth | appointment | of office | ||||
CEO Mag. Dr. Michael Strugl MBA | 1963 | 1/1/2019 | 31/12/2028 | |||
Chairman | ||||||
Dr. Peter F. Kollmann, | 1962 | 1/1/2014 | 31/12/2027 | |||
Member of the Executive Board | ||||||
Vice-Chairman | ||||||
Mag. Dr. Achim Kaspar, | 1965 | 1/1/2019 | 31/12/2026 | |||
Member of the Executive Board |
Board functions of Executive Board members within the Group
Name | Group company | Function | ||||
Mag. Dr. Michael | VERBUND Energy4Business GmbH | Supervisory Board | Chairman | |||
Strugl MBA | Annual General Meeting | Chairman | ||||
Austrian Power Grid AG | Supervisory Board | Member | ||||
VERBUND Hydro Power GmbH | Supervisory Board | Chairman | ||||
Annual General Meeting | Chairman | |||||
VERBUND Green Power GmbH | Annual General Meeting | Vice-Chairman | ||||
VERBUND Energy4Customers GmbH | Annual General Meeting | Chairman | ||||
VERBUND Thermal Power GmbH | Supervisory Board | Chairman | ||||
Annual General Meeting | Chairman | |||||
Ennskraftwerke AG | Supervisory Board | 1st Vice-Chairman | ||||
Gas Connect Austria GmbH | Supervisory Board | 1st Vice-Chairman | ||||
VERBUND Ventures GmbH | Annual General Meeting | Chairman | ||||
VERBUND Green Hydrogen GmbH | Annual General Meeting | Chairman | ||||
VERBUND Green Hydrogen | Annual General Meeting | Chairman | ||||
Sales GmbH | ||||||
Dr. Peter F. | Austrian Power Grid AG | Supervisory Board | Chairman | |||
Kollmann | VERBUND Hydro Power GmbH | Supervisory Board | Member | |||
VERBUND Services GmbH | Annual General Meeting | Chairman | ||||
VERBUND Energy4Business GmbH | Supervisory Board | Vice-Chairman | ||||
VERBUND Green Power GmbH | Annual General Meeting | Member | ||||
Gas Connect Austria GmbH | Supervisory Board | Chairman | ||||
VERBUND Ventures GmbH | Annual General Meeting | Member |
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GRI 2-9 GRI 405-1
GRI 2-15
Board functions of Executive Board members within the Group
Name
Mag. Dr. Achim Kaspar
Group company
Ennskraftwerke AG
VERBUND Hydro Power GmbH
VERBUND Innkraftwerke GmbH
Grenzkraftwerke GmbH
Innwerk AG
Donaukraftwerk Jochenstein AG Österreichisch-Bayerische Kraftwerke AG VERBUND Thermal Power GmbH
VERBUND Green Power GmbH
VERBUND Services GmbH
VERBUND Ventures GmbH
Function | |
Supervisory Board | Member |
Supervisory Board | Vice-Chairman |
Supervisory Board | Chairman |
Shareholders' Meeting | Chairman |
Supervisory Board | Chairman |
Annual General Meeting | Chairman |
Supervisory Board | Chairman |
Supervisory Board | Chairman |
Supervisory Board | Chairman |
Supervisory Board | Vice-Chairman |
Annual General Meeting | Vice-Chairman |
Annual General Meeting | Chairman |
Annual General Meeting | Vice-Chairman |
Annual General Meeting | Member |
Supervisory Board appointments of Executive Board members outside the Group
Name | Company | Function | ||
Dr. Peter F. Kollmann | Telekom Austria AG | Member | ||
Mag. Dr. Achim Kaspar | KELAG-Kärntner Elektrizitäts- | Member | ||
Aktiengesellschaft1 |
1 As at 31 December 2023, VERBUND held a 35.17% equity interest in KELAG.
Work procedures and allocation of responsibilities
The Executive Board manages the Group's business activities and represents the Group externally.
The rules of procedure for the Executive Board govern the allocation of responsibilities and how the members of the Executive Board are to work together. In addition, they lay down the Executive Board's duties to notify and report, and contain a list of measures that require approval by the Supervisory Board. The measures requiring approval also include material transactions proposed by the Group's main subsidiaries.
The allocation of responsibilities within the Executive Board is part of the rules of procedure and defines the range of duties of the Executive Board members without prejudice to the overall responsibility of the Executive Board. The allocation of responsibilities was updated as of 1 January 2024 on the appointment of a fourth member of the Executive Board.
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Allocation of responsibilities 2023
Mag. Dr. Michael Strugl MBA | Chairman; corporate development (incl. mergers & acquisitions), | |
corporate office (incl. legal affairs, corporate affairs, compliance & audit), | ||
strategic human resources, corporate innovation & new business, | ||
communications, green hydrogen unit, business, customers, ventures | ||
Dr. Peter F. Kollmann | Financial management and investor relations, group controlling, | |
corporate accounting and risk management | ||
Services, power grid and gas network | ||
Mag. Dr. Achim Kaspar | Digitalisation, information security and IT, corporate responsibility | |
Renewable hydropower generation, new renewables generation, | ||
thermal generation, tourism |
Supervisory Board
The Supervisory Board has also explicitly affirmed its commitment to the Austrian Code of Corporate Governance. Consequently, the Code, together with the Austrian Stock Corporation Act (Aktiengesetz, AktG) and the Austrian Commercial Code (UGB), the Austrian Labour Constitutional Act (Arbeits- verfassungsgesetz, ArbVG), the Company's Articles of Association and the rules of procedure for the Executive Board and the Supervisory Board, has become the basis for the Supervisory Board's actions.
The statutory provisions specify that the Supervisory Board must be comprised of members elected by the Annual General Meeting in accordance with the requirements of the Austrian Stock Corporation Act (shareholder representatives) and members appointed by the employee representatives.
Personal details, chairpersons and other Board functions
The Supervisory Board is led by a chairperson. The chairperson and two vice-chairpersons are elected each year by the Supervisory Board from among its members.
As at 31 December 2023, the Supervisory Board has a total of 15 members - ten shareholder representatives elected by the Annual General Meeting and five employee representatives appointed by the Works Council.
On 25 April 2023, Mag. Jürgen Roth, Mag. Christa Schlager, Mag. Stefan Szyszkowitz and Dipl.- Ing. Peter Weinelt were re-elected to the Supervisory Board. At the constituent meeting of the Supervisory Board following the election, Dr. Hlawati was reappointed 1st vice-chairperson and Dr. Christine Catasta 2nd vice-chairperson of the Supervisory Board. The employee representatives appointed Hans Peter Schweighofer to the Supervisory Board to replace Doris Dangl. Otherwise, there were no changes to the composition of the Supervisory Board in financial year 2023.
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GRI 2-9 GRI 2-11
GRI 2-10
Name | Date of initial | End of current |
Year of birth | appointment | term of office |
Mag. Martin Ohneberg Chairman
Managing partner of HENN Industrial Group GmbH & Co KG, member of the board of directors of Aluflexpack AG, Switzerland (president), and member of the supervisory boards of VARTA AG, Germany, and Getzner Werkstoffe
Holding GmbH, Austria
Dr. Edith Hlawati
1st Vice-Chairwoman
Member of the board of directors of Österreichische Beteiligungs AG
Member of the supervisory boards of Telekom Austria AG (chairwoman), OMV AG (vice-chairwoman) and EuroTeleSites AG (member)
Mag. Dr. Christine Catasta 2nd Vice-Chairwoman
Austrian Certified Public Accountant and Tax Advisor Member of the supervisory boards of Erste Bank der oesterreichischen Sparkassen AG and Erste Group Bank AG (member), BCR Banca Comercialia Romana (member), Bundesimmobiliengesellschaft m.b.H. (chairwoman), Austrian Airlines AG (member) and ÖLH Österreichische Luftverkehrs-Holding-GmbH (member)
Prof. Dr. Barbara Praetorius
Professor at the University of Applied Sciences (HTW), Berlin Member of the supervisory board of
Berliner Wasserbetriebe (BWB) AöR (member)
Mag. Jürgen Roth
Managing partner at Tank Roth GmbH Member of the supervisory board of ICS Internationalisierungscenter Steiermark GmbH (chairman) and ELG (Erdöl-Lagergesellschaft m.b.H.); Member of the European Economic and Social Committee
Dipl.-Ing. Eckhardt Rümmler
Supervisory Board member and corporate consultant Member of the supervisory board of PreussenElektra GmbH, Germany (member), and the board of directors of Northland Power Inc, Toronto (member)
Mag. Christa Schlager
Head of the economic policy department at the Vienna Chamber of Labour
Member of the supervisory boards of Forschungsförderungsgesellschaft mbH (member) and Austria Wirtschaftsservice Gesellschaft mbH (aws) (member)
Dipl. Ing. Robert Stajic MBA
Executive director of Österreichische Beteiligungs AG Member of the supervisory board of OMV AG (member)
1971 | 30/4/2019 | AGM 2024 |
1957 | 25/4/2022 | AGM 2026 |
1958 | 16/6/2020 | AGM 2024 | ||
1964 | 16/6/2020 | AGM 2024 |
1973 | 22/4/2015 | AGM 2026 |
1960 | 16/6/2020 | AGM 2024 |
1969 | 16/6/2020 | AGM 2026 | ||
1979 | 25/4/2022 | AGM 2025 |
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Name | Date of initial | End of current |
Year of birth | appointment | term of office |
Mag. Stefan Szyszkowitz
Spokesman for the Executive Board of EVN AG
Member of the supervisory boards of Burgenland Holding Aktiengesellschaft (chairman), EVN Macedonia AD (chairman), RAG-Beteiligungs-Aktiengesellschaft (chairman),
RAG Austria AG (chairman), Burgenland Energie AG (vice- chairman), Netz Niederösterreich GmbH (vice-chairman) and Wiener Börse AG (member)
Dipl.-Ing. Peter Weinelt
Managing director of Wiener Stadtwerke GmbH and Wiener Stadtwerke Planvermögen GmbH
Member of the supervisory boards of Wien Energie GmbH (chairman), Wiener Netze GmbH (chairman), Bestattung und Friedhöfe Wien GmbH (chairman), WienIT GmbH (chairman), EVN AG (member), Burgenland Holding Aktiengesellschaft (member) and Wiener Gesundheitsverbund (member); Chairman of the gas and heating section of the
Austrian Economic Chamber of Trade (WKÖ)
1964 | 23/4/2018 | AGM 2026 |
1966 | 5/4/2017 | AGM 2026 |
Supervisory Board appointments or comparable roles in publicly traded companies and other significant companies have been listed in relation to (ancillary) functions. Full-time functions are listed where appropriate.
Employee representatives
Name
Kurt Christof
Chairman of the Group's employee representatives Member of the supervisory boards of Stadtwerke Voitsberg GmbH and
Sparkasse Voitsberg/Köflach Bankaktiengesellschaft
Doris Dangl
Chairwoman of the Group's employee representatives
Dr. Isabella Hönlinger
Chairwoman of the Works Council
Ing. Wolfgang Liebscher
Chairman of the Central Works Council
Veronika Neugeboren
Chairwoman of the Works Council
Ing. Hans Peter Schweighofer Chairman of the Central Works Council
Year of birth | Date of initial | |||
appointment | ||||
1964 | since 8/3/2004 | appointed by the | ||
employee | ||||
representatives | ||||
1963 | from 5/4/2018 | appointed by the | ||
to 18/4/2023 | employee | |||
representatives | ||||
1971 | since 1/9/2016 | appointed by the | ||
employee | ||||
representatives | ||||
1966 | since | appointed by the | ||
1/11/2013 | employee | |||
representatives | ||||
1967 | since | appointed by the | ||
30/4/2019 | employee | |||
representatives | ||||
1970 | since | appointed by the | ||
18/4/2023 | employee | |||
representatives |
The appointment of employee representatives by the Group's employee representatives is for an unlimited period and can be revoked at any time.
Of the Supervisory Board members, 13% are between the ages of 30 and 50 and 87% are over 50.
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Independence
Back in 2010, the Supervisory Board of VERBUND AG defined the following criteria for its independence (pursuant to C-Rule 53 of the Austrian Code of Corporate Governance (ÖCGK)):
- The Supervisory Board member shall not have served as a member of the Executive Board or as a member of the senior management staff of the Company or one of its subsidiaries in the past five years.
- The Supervisory Board member shall not maintain or have maintained in the past year any business relationships with the Company or one of its subsidiaries to an extent that would be significant to the member of the Supervisory Board. This shall also apply to relationships with companies in which the member of the Supervisory Board has a material economic interest, but not to exercising functions on the boards of the Group. The approval of individual transactions by the Supervisory Board pursuant to L-Rule 48 shall not automatically mean that the person is deemed not to be independent.
- The Supervisory Board member shall not have acted as auditor of the Company or have owned a share in the audit firm or have worked there as an employee in the past three years.
- The Supervisory Board member shall not be a member of the managing board of another company in which a member of the Executive Board of the Company is a supervisory board member.
- The Supervisory Board member may not remain on the Supervisory Board for more than 15 years. This shall not apply to Supervisory Board members who are shareholders with a direct equity interest in the Company or who represent the interests of such a shareholder.
- The Supervisory Board member shall not be a close relative (direct descendant, spouse, life partner, parent, uncle, aunt, sibling, niece or nephew) of a member of the Executive Board or of persons who hold one of the aforementioned positions.
Based on these guidelines for independence (Annex to the Austrian Code of Corporate Governance), all ten shareholder representatives have issued a written statement on their independence. Eight of them have declared their independence, and two members of the Supervisory Board have classified themselves as not being independent (with respect to only the "relationships with related parties" criterion).
In addition, the following shareholder representatives on the Supervisory Board meet the criteria for independence contained in C-Rule 54 (not representing the interests of a shareholder with a stake exceeding 10%): Ohneberg, Catasta, Praetorius, Roth, Rümmler and Schlager. Both quotas required for independence by Rule 53 and Rule 54 of the Code have thus been met.
Supervisory Board meetings
Eight plenary meetings of the Supervisory Board were held during financial year 2023. At individual meetings, some Supervisory Board members attended remotely by phone or video. The overall attendance rate for all Supervisory Board members (including remote attendees) was 92%. No member of the Supervisory Board attended fewer than half of the meetings in person (including virtual attendance).
In addition to coordinating the ongoing strategic direction of the Company with the Executive Board, the Supervisory Board focused on decisions relating to the following topics in particular during the reporting period:
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Verbund AG published this content on 14 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 March 2024 07:21:46 UTC.