Functions of the Supervisory Board and its committees

The Supervisory Board advises the Management Board in its strategic planning and projects. It participates in the decisions assigned to it by statute, by the company articles and by its rules of procedure. The Supervisory Board is responsible for supervising the management of the company by the Management Board.

A Committee for Board Affairs of the Supervisory Board has been formed for handling the relationships between the company and the members of its Management Board relating to employment and salary (Section 92 paragraph 4 last clause of the Austrian Stock Corporation Act).

The appointed Working Committee of the Supervisory Board shall be called upon for decisions only if the urgency of the issue will not allow the decision to wait until the next meeting of the Supervisory Board. The evaluation of the urgency is the responsibility of the chairman. The decisions passed must be reported in the next meeting of the Supervisory Board. The Working Committee decides in principle on all issues that are the responsibility of the Supervisory Board; issues of particular important or stipulated by law are excepted, however.

The Audit Committee (Section 92 paragraph 4a Austrian Stock Corporation Act) performs the duties assigned to it by law. The Audit Committee of the Supervisory Board has the same membership as the Working Committee. The duties assigned to the Audit Committee by law are in some cases also handled by the Working Committee.

Finally, the Investment Committee advises the Management Board with regard to its investment policy; it has no decision-making authority.

In 2009, the Working Committee mainly discussed the profit developments of the Group, assessed the company strategy and made a series of decisions regarding measures to be taken. Alongside the Audit Committee, the Working Committee was also concerned with the reports of Internal Auditing regarding audit regions and significant audit discoveries based on executed audits. It also performed other duties assigned to the Audit Committee by law. The committee held five meetings in 2009 and made four decisions by circulating them in writing. In its meeting, the Committee for Board Affairs dealt with the legal employment formalities of the members of the Management Board. The Investment Committee had four meetings about the capital investment strategy and questions of the capital structure. In its meeting, the Audit Committee concentrated on all audit documents and the Management Board’s proposed appropriation of profit and reported to the Supervisory Board. The various chairmen of the committees informed the members of the Supervisory Board about the meetings and their committee’s work.