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In the 2008 financial year, Austrian Airlines committed itself to full compliance with the regulatory framework stipulated in the Austrian Code of Corporate Governance, with the exception of a few “R Rules”. By doing this, the company reaffirmed the importance of transparency and an equitable balance of power in its corporate management. At the same time, this policy underlines the willingness of the company to maintain its high standards of corporate governance in the years to come.
Austrian Code of Corporate Governance (January 2009) as download.
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| Clear commitment to compliance with the Austrian Code of Corporate Governance
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Since the introduction of the Austrian Code of Corporate Governance in the year 2003, Austrian Airlines has decided to comply with these guidelines in the spirit of ensuring a responsible and transparent corporate management. The Austrian Code of Corporate Governance is consistent with international standards, and is designed to promote the responsible management and control of companies in Austria.
In the 2008 financial year, the Austrian Code of Corporate Governance was amended to take account of the Commercial Law Amendment Act 2008 (UnternehmensrechtsÄnderungsgesetz 2008) as well as international and national developments. The most important changes relate to a further strengthening of the independence of supervisory boards and its committees, as well as rules pertaining to the corporate governance report. As a result, several L-rules and C-rules were changed. The revised version of the Austrian Code of Corporate Governance applies to financial years beginning after 31 December 2008. |
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| Ongoing compliance with all C-rules and L-rules
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In the year under review, Austrian Airlines adhered to all C-Rules (Comply or Explain) contained in the Austrian Code of Corporate Governance. The company also complied with all L-rules (Legal Requirements) as well as most R-rules (Recommendation) stipulated in the Austrian Code of Corporate Governance.
In the 2009 financial year, Austrian Airlines is striving to fully observe and abide by all of the rules contained in the Austrian Code of Corporate Governance, inasmuch as this is possible. |
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| Rumuneration of Board of Management members
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In the interests of greater transparency, Austrian Airlines has been publishing the earnings of each individual member of the Board of Management for years, itemised according to their fixed and variable performance-based components. More information is provided in Note 40 of the Consolidated Financial Statements.
The maximum potential income can only be earned if all pre-defined business targets are reached, and can be reduced by up to 50% if none of the performance-based components are met. For the most part, these goals are based on achieving agreed upon business targets as measured by key financial indicators such as EBIT, CVA, etc. Pension benefits are regulated separately and are generally based on a pension fund regulation. In respect to severance payments, legal regulations essentially apply. |
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| Remuneration of Supervisory Board members
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At the Annual General Meeting held on 7 May 2008, remuneration for the Chairman of the Supervisory Board was set at EUR 22,500 for the year, and that of the two Deputy Chairmen at EUR 18,000 each. All other capital representatives of the Supervisory Board were paid EUR 13,500 each. This level of remuneration takes into consideration the stringent demands placed on the personal responsibility of each member of the Supervisory Board, and the intensive work of the Supervisory Board in connection with the extensive restructuring measures underway at the company. Each Supervisory Board member was also paid EUR 365 for each of the sessions convened and which the particular member attended. |
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| Independence of Supervisory Board members
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A Supervisory Board member of Austrian Airlines AG is generally considered to be independent if this individual has no professional or personal relationship to the company or the Board of Management that could constitute a material conflict of interest and is thus likely to influence the behaviour of the Supervisory Board member.
The criteria defining the independence of Supervisory Board members are contained in the Guidelines for the Independence of Supervisory Board Members. These constitute part of the rules of internal procedure applying to the Supervisory Board, and are published on the company Website. All members of the Supervisory Board of Austrian Airlines AG are considered to be independent as defined by these guidelines.
The Supervisory Board consists of six members, who are also independent of the core shareholders of Austrian Airlines. As a result, Austrian Airlines far exceeds the requirements stipulated in C-Rule 54 defining the criteria for the independence of the controlling bodies of the company.
Update: 09.09.2009 |
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