Amendments to the Austrian Code of Corporate Governance
Press Release, 20 December 2011
In light of developments in Austria and abroad, the Austrian Working Group for Corporate Governance, under the chairmanship of the Capital Markets representative Dr. Richard Schenz, has adopted amendments to the Austrian Code of Corporate Governance. The amended C and R Rules of the Code will apply to fiscal years beginning after 31 December 2011. The amendments may be downloaded from the Working Group ’s website at http://www.corporate-governance.at/ .
Main areas of focus of these revisions to the Code are further developments with respect to the diversity principle and new rules for improving cooperation between supervisory boards and corporate auditors.
The recommendation made in 2009 to take greater account of diversity in terms of national origins, ensuring representation of both genders and of a broader range of ages when making replacement appointments of supervisory board positions is being upgraded to a “Comply or Explain Rule” and is being applied both to the supervisory board nominating committee and to the general shareholders’ meeting. In order to strengthen communications between the supervisory board/audit committee and the auditors, the auditor is now supposed to be invited to a further meeting of the audit committee in addition to the cases provided by statute . This is intended to provide an opportunity for the audit committee and the auditors to exchange views without the board of directors present. Further amendments pertain to combating corruption and creating restrictions on the ability of individuals to move from the board of directors to the chairmanship of the supervisory board.
Richard Schenz’s remarks on the amendments: “By enacting the 2012 revisions to the Code, we have quickly – and in a balanced fashion – implemented several major amendments to improve the effectiveness of the work of the supervisory board, specifically having to do with diversity in supervisory board composition, and to improve the collaboration of the supervisory board with company auditors.”