The Supervisory Board advises the Management Board in its strategic planning and projects. It participates in the decisions assigned to it by law, the Articles of Association and its rules of procedure. The Supervisory Board is responsible for supervising the management of the Company by the Management Board.
The Supervisory Board has comprised nine shareholder representatives since the Annual General Meeting held on 26 May 2014 (previously ten shareholder representatives). Georg Winckler, Ewald Wetscherek and Günther Reibersdorfer stepped down from the Board. Kory Sorenson, satisfying the criteria of Rule 54 of the Austrian Corporate Governance Code for companies with a free float of more than 20 per cent, and Markus Andréewitch were elected to the Supervisory Board during the Annual General Meeting. Nadine Gatzert withdrew her candidacy. The Chairman’s Committee of the Supervisory Board was reduced in size from six to four shareholder representatives. The functions of the fourth and fifth Vice Chairmen were discontinued.
A Committee for Board Affairs was formed to handle the relationship between the Company and the members of its Management Board relating to employment and salary; this committee also acts as the Nominating and Remuneration Committee. In its three meetings, the Committee for Board Affairs dealt with personnel matters relating to Management Board members as well as with questions of remuneration policy and succession planning.
The appointed Working Committee is called upon to make decisions only if the urgency of the matter means that the decision cannot wait until the next meeting of the Supervisory Board. It is the Chairman’s responsibility to assess the urgency of the matter. The decisions passed must be reported in the next meeting of the Supervisory Board. Generally, the Working Committee can make decisions on any issue that is the responsibility of the Supervisory Board but this does not include issues of particular importance or matters that must be decided upon by the full Supervisory Board by law. The Working Committee did not convene for any meetings in 2014.
The Audit Committee of the Supervisory Board performs the duties assigned to it by law. The Audit Committee convened for three meetings in which the auditor of the consolidated financial statements also participated, dealt with all financial statement documents, the Corporate Governance Report and the Management Board’s proposal on the appropriation of profit. Furthermore, the planning of the audit of the 2014 financial statements of the companies of the consolidated group was carried out and the Audit Committee was informed of the results of the preliminary audits. In particular, the Audit Committee was provided on a quarterly basis with the reports of the Internal Auditing department concerning audit areas and material findings based on the audits conducted.
Finally, the Investment Committee advises the Management Board with regard to its investment policy; it has no decision-making authority. The Investment Committee held four meetings at which the members discussed the capital investment strategy, questions concerning capital structure and the focus of risk and asset liability management.
The various chairmen of the committees informed the members of the Supervisory Board about the meetings and the work of the respective committees.
For information concerning the activities of the Supervisory Board and its committees, please also refer to the details in the Report of the Supervisory Board.