Corporate Governance

As a modern, market-oriented and transparent company Waagner-biro feels an obligation to the principles of corporate governance, even though it is not currently listed on the stock exchange. In this regard, the company observes the spirit and rules of the Austrian Corporate Governance Code from September 2002 in its amended version from June 2007. Waagner-Biro thus meets a demand of the business interested public for a generally recognised framework for company management and supervision. 

The standards contained in the Austrian Corporate Governance Code are divided into three groups:

• Legal Requirements (L-rules)
• Comply-or-Explain (C-rules)
• Recommendations (R-rules)

Only the first category of rules (L-rules) which are entirely based on binding legal statutes, have to be employed by Austrian companies. As far as the C-rules are concerned, it is foreseen that companies submitting to the Code should produce regular statements concerning compliance and explanations of any deviations. Conversely, companies may deviate from the R-rules, which are of purely recommendatory nature, without any obligation to explain the reasons.

L-rules
Waagner-Biro complies with all legal requirements. The only exception is Rule 29 (Waagner-Biro has no stock option plan).

C-rules
Waagner-Biro also complies with virtually all the C-rules contained in the Austrian Corporate Governance Code. The exceptions are formed by Rule 18 (due to the limited size of the company, there is no necessity for the creation of an internal auditing unit attached to the Management Board), Rule 30 (as a result of the exemption granted under Section 241 para 4 of the Austrian Commercial Code, the amount and composition of the salaries of the individual members of the Management Board are not published), Rules 39-42 (due to the limited size of the company, detailed reporting on the activities of the committees has not been carried out), Rule 64 (to date, the fact that the company is not listed on the stock exchange has ruled out the necessity for the publication of quarterly reports and thus also the announcement of a financial calendar) and Rules 38 and 57 (as far as the recommended age limit for members of the Management and Supervisory Boards is concerned, Waagner-Biro gives candidate qualification priority over age).

R-rules
Waagner-Biro complies with all the recommendations contained in the Austrian Corporate Governance Code with the exception of Rule 31 (publication of the fixed and bonus-related salary payments of the individual members of the Management Board).