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Supervisory Board

Members of the Supervisory Board

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      Independence
Name (Year of birth) Date of initial appointment Function in listed companies and other important function Rule 53 1) Rule 54 2)
         
Shareholder representatives        
President and Chairman
Burkhard Hofer (1944)
1/20/2011 Member of the Supervisory Board of Flughafen Wien
Aktiengesellschaft, Chairman of the Supervisory Board of
HYPO NOE Gruppe Bank AG
no yes
Stefan Schenker
Vice-Chairman 1 (1946)
12/12/1996 Independent forestry engineer yes yes
Willi Stiowicek
Vice-Chairman 2 (1956)
1/15/2009 Head of the Presidential Department of the
Magistrate of Provincial Capital St. Pölten
yes yes
Norbert Griesmayr (1957) 1/12/2001 Chairman of the Executive Board of VAV
Versicherungs-Aktiengesellschaft
yes yes
Dieter Lutz (1954) 1/12/2006 Shareholder and Managing Director of the BENDA LUTZWERKE
GmbH, Chairman of the management board of
the Benda-Lutz Corporation, USA, Vice-President of the
Lower Austrian Chamber of Commerce and of the association
of Österreichische Industrie, Group Lower Austria
yes yes
Reinhard Meißl (1959) 1/12/2006 Head of the Finance department, Provincial Government
of Lower Austria, CEO of the NÖ Holding GmbH
and the NÖ Landes-Beteiligungsholding GmbH
yes no
Bernhard Müller (1973) 1/12/2006 Mayor of statutory city Wiener Neustadt, Member of the
Executive Board of the housing cooperative
Gemeinnützigen Bau- und Wohnungsgenossenschaft
„Wien-Süd“ (until 5/10/2012)
yes yes
Edwin Rambossek (1943) 1/20/2011 Corporate consultant yes yes
Michaela Steinacker (1962) 1/12/2001 Member of the Executive Board of the RAIFFEISENHOLDING
NIEDERÖSTERREICH-WIEN reg.Gen.m.b.H.
yes yes
Hans-Peter Villis (1958) 1/17/2008 CEO of the EnBW Energie Baden-Württemberg AG
(until 9/30/2012), Member of the Supervisory Board Pražská
energetika a.s., Prague, Czech Republic (until 9/30/2012)
yes no
         
Employee representative        
Franz Hemm (1955) 5/03/1994 Chairman of the Central Works Council of the EVN Netz GmbH,
Vice-President of the Lower Austrian Chamber of Labour
   
Paul Hofer (1960) 4/01/2007 Chairman of the Central Works Council of the EVN AG    
Leopold Buchner (1953) 1/19/2009 Vice-Chairman of the Central Works Council of the EVN AG    
Manfred Weinrichter (1961) 1/01/2001 Vice-Chairman of the Central Works Council of the EVN Netz GmbH    
Otto Mayer (1959) 5/12/2005 Member of the Works Council    
The terms of office of all Supervisory Board members expire at the end of the Annual General Meeting resolving on matters pertaining to the 2014/15 financial year.
1) Rule 53 of the Austrian Corporate Governance Code: Independence of EVN Executive Board
2) Rule 54 of the Austrian Corporate Governance Code: no representatives of shareholders with a
shareholding exceeding 10% and pursuant to Rule 53 of the Austrian Corporate Governance
Code independent A list of the Supervisory Board committees can be found below.

Independence of the Supervisory Board

A member of the Supervisory Board shall be deemed as independent if said member does not have any business or personal relations with the company or its management board that constitute a material conflict of interests likely to influence the behaviour of the member. Should such a conflict of interest arise, multi-year transition periods are foreseen at EVN in accordance with the ACGC.

The guidelines to determine the independence of the elected members of the Supervisory Board stipulate that the member

  • shall not have any business or personal relation with EVN AG or its Executive Board that constitute a material conflict of interests and is therefore suited to influence its behaviour;
  • was not a member of the Executive Board or a top executive of EVN AG or any of the subsidiaries of EVN AG in the previous five year period;
  • shall not maintain or did not maintain in the past year any business relations with EVN AG or a subsidiary of EVN AG to an extent of significance for the member of the Supervisory Board. This also applies to business relationships with companies in which the member of the Supervisory Board has a considerable economic interest;
  • shall not have acted as auditor of EVN AG or have owned a share in the auditing company or have worked there as an employee in the past three years;
  • shall not be a member of the Management Board of another company in which a member of the Executive Board of EVN AG is a Supervisory Board member and
  • shall not be closely related (i.e. direct offspring, spouses, life partners, parents, uncles, aunts, sisters, nieces, nephews) to a member of the Executive Board or to persons who hold one of the aforementioned positions.

Function and committees of the Supervisory Board

The Supervisory Board convenes as a plenum, inasmuch as individual matters of importance have not been delegated to committees set up by the Supervisory Board which prepare its proceedings and resolutions, monitor the implementation of its decisions and decide upon particular issues delegated by the Supervisory Board. At present the following committees have been set up by the Supervisory Board, each of which is required to include at least three elected Supervisory Board members and the legally stipulated number of employee representatives.

The Audit Committee handles the following responsibilities:

  • the monitoring of the accounting process;
  • the monitoring of the effectiveness of the internal control systems, and, if necessary, of the internal auditing and the risk management systems of the company;
  • the monitoring of the annual and of the consolidated annual audits;
  • the verification and the monitoring of the independence of the auditor conducting the annual audit (auditor of the consolidated annual audit), especially regarding the supplementary services rendered by the company being audited;
  • the auditing of the annual accounts and the preparation of the Financial statements, the examination of the proposal for the distribution of profits, of the Management report and, if need be, of the Corporate governance report as well as the submission of the report on the results of the audit to the Supervisory Board;
  • the examination of the consolidated annual accounts as well as the submission of the report on the results of the audit to the Supervisory Board of the parent company and
  • the preparation of the proposal of the Supervisory Board as to the selection of the official annual auditors (auditor of the consolidated annual accounts).

The Audit Committee features the required financial experts as stipulated in the law and Rule 40 of the ACGC.

The Personnel Committee is responsible for all matters involving the relationships between the company and the members of the Executive Board, in cases in which the responsibility of the entire Supervisory Board is not compulsorily foreseen. The Personnel Committee nominates replacements for mandates relinquished on the Executive and Supervisory Boards. In its role as the Remuneration Committee of the Supervisory Board, the Personnel Committee has one member with knowledge and experience relating to remuneration policy (Rule 43 ACGC).

The Working Committee is responsible for carrying out the specified tasks assigned to it by the entire Supervisory Board. In certain urgent cases, the Working Committee is authorised to give its consent to specified business transactions on behalf of the Supervisory Board, in accordance with the Supervisory Board‘s internal rules of procedure.

During the reporting period the Supervisory Board convened four times for plenary meetings, fulfilling the tasks and duties incumbent upon it in accordance with legal regulations and the Articles of Incorporation. The Audit Committee met twice in the 2011/12 financial year. The Working Committee held five meetings in the course of the reporting period. The Personnel Committee, which simultaneously serves as the remuneration and nomination committee, convened for two meetings in the course of the financial year.

Average attendance at Supervisory Board meetings amounted to 92%.

One Supervisory Board member (Hans-Peter Villis) did not personally participate in more than half of the Supervisory Board meetings (Rule 58 ACGC).

Composition of the committees of the Supervisory Board

Working Committee
Burkhard Hofer
(Chairman)
Stefan Schenker
Willi Stiowicek
Reinhard Meißl
Franz Hemm
Paul Hofer

Personnel Committee
Burkhard Hofer
(Chairman)
Stefan Schenker
Willi Stiowicek

Audit Committee
Stefan Schenker (Chairman)
Burkhard Hofer
Willi Stiowicek
Reinhard Meißl
Franz Hemm
Paul Hofer

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