Commitment to the Austrian Code of Corporate Governance
Burgenland Holding Aktiengesellschaft is an Austrian public limited company and is listed on the Vienna Stock Exchange. In addition to the applicable regulations of the Austrian law, in particular the Stock Corporation Act and Capital Markets Act, corporate governance is based on the By-Laws of Burgenland Holding Aktiengesellschaft, the Austrian Code of Corporate Governance (ACCG) – see www.corporate-governance.at
– and the rules of procedure of the corporate bodies.
The Executive Board and Supervisory Board of Burgenland Holding Aktiengesellschaft are committed to the principles of good corporate governance and thus meet the expectations of national and international investors with regard to responsible, transparent and long-term oriented corporate management and control. With effect from 13 March 2020, Burgenland Holding Aktiengesellschaft has fully submitted to the ACCG in its version of January 2020.
The standards of the ACCG are subdivided into three groups: The first category (Legal Requirements) is based exclusively on mandatory legal provisions and has to be applied by all listed Austrian companies and is also fulfilled to the letter by Burgenland Holding Aktiengesellschaft. Non-compliance with C-Rules (Comply-or-Explain) is possible, but has to be justified publicly. Burgenland Holding Aktiengesellschaft is posting such declarations in this report as well as on its homepage. R-Rules, by contrast, are of purely recommendatory character and deviations do not require any explanation.
As there is no obligation to prepare consolidated group accounts, IFRS are not applicable. Reporting is effected pursuant to applicable Austrian Financial Reporting requirements; Rules 65, 66, 69 and 70 of the ACCG are not applied.
The remuneration policy and the remuneration report on the remuneration of the members of the Executive Board and Supervisory Board must be submitted to the Annual General Meeting and are therefore no longer included in the corporate governance report.
The Executive Board and the Supervisory Board of Burgenland Holding Aktiengesellschaft declare, subject to the deviations listed below, together with their reasons, that they fully observe and comply with the C-rules of the ACCG; even with R-Rules, there are only isolated deviations.
Deviations from C-Rules
Due to the special character of the Company, Burgenland Holding Aktiengesellschaft deviates from the following C-Rules of the ACCG:
- Rule 16: No member of the Executive Board was elected Chairman. The Company is a holding with a minor extent of operating business activities. Given a two-member Executive Board, appointing a Chairman of the Executive Board would also entail certain disadvantages. Therefore, the Supervisory Board chose not to make such appointment. As this is not subject to any temporal restrictions, changes can be made at any time. The Executive Board acts as a collegial body and has always adopted its resolutions unanimously. For the reasons stated above, the rules of procedure for the Executive Board,
which govern the details of the cooperation of the Executive Board, do not provide for an allocation of responsibilities.
- Rule 18: Burgenland Holding Aktiengesellschaft is contractually integrated into the audit and risk management system and the internal control system of EVN AG, which can be accessed at any time. In view of the low complexity and size of the company and the need for maximum efficiency in administration, a separate audit plan is not considered necessary and the existing controls are deemed adequate by the Executive Board. Moreover, Energie Burgenland AG has set up its own audit system.
- Rule 27: No written contracts were concluded with members of the Execuitve Board; the remuneration was determined by resolution. The remuneration of the Executive Board does not contain any variable components. The size of the company, the limited scope for structuring income from investments and the secondary nature of the activity argue in favour of a simplified remuneration scheme. The Supervisory Board has therefore not made use of a corresponding anchorage. There is no time limit; changes can be made at any time by mutual agreement.
- Rules 27a to 31: As the Executive Board only receives a fixed remuneration and there are no executives in the Burgenland Holding Aktiengesellschaft, rules 27a to 31 are of limited application.
- Rule 37: The Chairman of the Supervisory Board communicates with the entire Executive Board. The company is a holding company with a small volume of operating activities. The Supervisory Board has therefore not currently made use of the option to appoint a Chairman of the Executive Board (see the explanatory statement to Rule 16). There is no time limit; a change is possible at any time. The coordination of strategy, business development and risk management with the Executive Board as a whole functions smoothly in view of the manageable number of business transactions.
- Rule 39: There is no separate committee of the Supervisory Board for decisions in urgent cases. The requirement for urgent decisions by the Supervisory Board is covered by circular
resolutions and appears to be sufficient in view of the small volume of business of the company. The Supervisory Board can set up additional committees at any time.
- Rule 83: On the basis of the documents submitted and the documentation made available, the auditor must assess the effectiveness of the risk management system and report to the Executive Board. As explained above, Burgenland Holding Aktiengesellschaft is contractually integrated into the audit and risk management system and the internal control
system of EVN AG. The auditor’s audit therefore also covered the functionality of the audit and risk management system of EVN AG.
The full Corporate Governance Report 2019/20 can be retrieved here