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Corporate bodies

Executive Board

Peter Layr
Spokesman of the Executive Board

Born in 1953. Doctor of Technical Sciences. Member of the EVN AG Executive Board since 1 October 1999. Appointed spokesman of the Executive Board on 20 January 2011. His term of office expires on 30 September 2019. Peter Layr has executive responsibility for the Generation, Network Infrastructure Austria and Environmental Services segments as well as the following corporate functions: data processing, procurement and purchasing as well as internal auditing. In accordance with the disclosure required by Rule 16 of the ACGC, he holds one Supervisory Board mandate in another company that is not included in the consolidated financial statements of the EVN Group1).

1) Verbund AG, member of the Supervisory Board

 

Stefan Szyszkowitz
Member of the Executive Board

Born in 1964, Master of Law, Master of Business Administration. Member of the EVN AG Executive Board since 20 January 2011. His term of office ends on 19 January 2021. Executive responsibility for the Energy Trade and Supply and Energy Supply South East Europe segments as well as the following corporate functions: controlling (incl. investor relations), customer relations, finance, accounting, general secretary and corporate affairs, information and communications, human resources as well as administration and construction. In accordance with the disclosure required by Rule 16 of the ACGC, he holds three Supervisory Board mandates in other companies that are not included in the consolidated financial statements of the EVN Group1).

1) EVN-Pensionskasse Aktiengesellschaft, chairman of the Supervisory Board
CEESEG Aktiengesellschaft, member of the Supervisory Board
Wiener Börse AG, member of the Supervisory Board

The remuneration of the active members of the Executive Board totalled TEUR 1,087.7 in 2015/16 (including compensation in kind and contributions to pension funds).

The following table provides detailed information on the remuneration of the active members of the Executive Board in 2015/16:

Remuneration of the active Executive Board members
TEUR
 2015/16
Fixed renumerationVariable remunerationCompensation in kind
Peter Layr386.5134.413.5
Stefan Szyszkowitz1)360.4125.313.5

Supervisory Board

>Enlarge table
Members of the Supervisory Board
Name (year of birth)Date of initial appointmentFunction in listed companies and other important functionsIndependence
Rule 531)
 
Shareholder representatives
Burkhard Hofer (1944)
President and Chairman up to 21.01.2016
from 20.01.2011
until 21.01.2016
Member of the Supervisory Board of Flughafen Wien
Aktiengesellschaft
No
Bettina Glatz-Kremsner (1962) President and Chairwoman as of 21.01.2016from 21.01.2016Member of the Supervisory Board of Casinos Austria
Aktiengesellschaft, CEO and Member of the Supervisory
Board of several subsidiaries of the Casinos Austria Group,
Member of the Supervisory Board of Flughafen Wien
Aktiengesellschaft and NÖ Kulturwirtschaft GesmbH
Yes
Stefan Schenker (1946)
1st Vice-Chairman up to 21.01.2016
from 12.12.1996
until 21.01.2016
Independent forestry engineer and agriculturistNo
Norbert Griesmayr (1957)
1st Vice-Chairman as of 21.01.2016
from 12.01.2001Chairman of the Executive Board of VAV Versicherungs-
Aktiengesellschaft, Member of the Executive Board of
Privatstiftung zur Verwaltung von Anteilsrechten and
Hutschinski Privatstiftung, Member of the Supervisory Board
of Collegialität Versicherungsverein Privatstiftung
No
Willi Stiowicek (1956)
2nd Vice-Chairman
from 15.01.2009Head of the Presidential Department of the Magistrate of the
Provincial Capital St. Pölten, Member of the Supervisory
Board of NÖ Regional GmbH
Yes
Philipp Gruber (1979)from 21.01.2016Administrative lawyerYes
Thomas Kusterer (1968)from 17.01.2013Member of the Executive Board of EnBW Energie Baden-
Württemberg AG, Chairman of the Supervisory Board of
Verbundnetz Gas AG, Member of the Supervisory Board of
Netze BW GmbH
Yes
Dieter Lutz (1954)from 12.01.2006Managing Director of the BENDA LUTZ-WERKE GmbH and
IMMRE-LUTZ GmbH, Member of the Executive Board of
Benda-Lutz Skawina GmbH in Poland, Member of
the Supervisory Board of NÖ Bürgschaften und Beteiligungen
GmbH, Vice-President of the Lower Austrian Chamber of
Commerce
Yes
Reinhard Meißl (1959)from 12.01.2006Head of the Finance department, Provincial Government of Lower
Austria, CEO of NÖ Holding GmbH and NÖ Landes-
Beteiligungsholding GmbH
Yes
Bernhard Müller (1973)from 12.01.2006
until 21.01.2016
Administrative civil servantYes
Edwin Rambossek (1943)from 20.01.2011
until 21.01.2016
Management consultantYes
Susanne Scharnhorst (1961)from 21.01.2016Management consultantYes
Angela Stransky (1960)from 16.01.2014Authorised representative of RAIFFEISENLANDESBANK
NIEDERÖSTERREICH- WIEN AG and CEO of several
companies in the Raiffeisen Group
Yes
Friedrich Zibuschka (1950)from 21.01.2016University professor at the Institute for Transport Studies at the
University of Natural Resources and Life Sciences, Vienna,
General Partner of Zibuschka Regional Consulting OG
Yes
 
Employee representatives
Franz Hemm (1955)from 03.05.1994Chairman of the Central Works Council of Netz Niederösterreich
GmbH, Vice-President of the Lower Austrian Chamber of Labour
Paul Hofer (1960)from 01.04.2007Chairman of the Central Works Council of EVN AG
Manfred Weinrichter (1961)from 01.01.2001Vice-chairman of the Central Works Council of Netz Niederösterreich GmbH
Friedrich Bußlehner (1962)from 01.01.2016Central Works Council
Monika Fraißl (1973)from 01.07.2013Works Council 
Otto Mayer (1959)from 12.05.2005
until 31.12.2015
Central Works Council 

Composition of the Supervisory Board committees

Working Committee
Burkhard Hofer (Chairman until 21.01.2016)
Bettina Glatz-Kremsner (Chairman from 21.01.2016)
Stefan Schenker (until 21.01.2016)
Norbert Griesmayr (until 21.01.2016)
Willi Stiowicek
Reinhard Meißl
Franz Hemm
Paul Hofer

Personnel Committee
Burkhard Hofer (Chairman until 21.01.2016)
Bettina Glatz-Kremsner (Chairman from 21.01.2016)
Stefan Schenker (until 21.01.2016)
Norbert Griesmayr (from 21.01.2016)
Willi Stiowicek

Audit Committee
Stefan Schenker (Chairman until 21.01.2016)
Norbert Griesmayr (Chairman from 21.01.2016)
Burkhard Hofer (until 21.01.2016)
Bettina Glatz-Kremsner (from 21.01.2016)
Willi Stiowicek
Reinhard Meißl
Franz Hemm
Paul Hofer

Remuneration for the Members of the Supervisory Board

The Supervisory Board remuneration was set at an annual total amount of TEUR 98 up to 21 January 2016. The president received 15.1%, the two vice-presidents 11.0% each, and each remaining member of the Supervisory Board roughly 9.0% of this total. The attendance fee equalled EUR 190 per meeting.

The 87th Annual General Meeting on 21 January 2016 increased the remuneration for the members of the Supervisory Board, effective with the end of this Annual General Meeting, to a total amount of TEUR 118.8 per year and also raised the attendance fee to EUR 500 per meeting. In addition, the Supervisory Board was authorised to allocate this remuneration among its members based on their functions. The Executive Board was authorised to conclude a directors and officers liability insurance (D&O insurance), which also covers the members of the Supervisory Board.

Based on the authorisation of the Annual General Meeting, the Supervisory Board allocated the total remuneration of TEUR 118.8 for its members as follows: the president is to receive TEUR 18.2, the two vice-presidents each TEUR 13.2 and each remaining member of the Supervisory Board TEUR 10.6.

Remuneration of the Supervisory Board members in 2015/16 (C-Rule 51 of the ACGC) EURSupervisory
Board
remuneration
Attendance
fees
Burkhard Hofer7,400950
Bettina Glatz-Kremsner9,1003,500
Stefan Schenker5,400950
Norbert Griesmayr11,0004,070
Willi Stiowicek12,0004,450
Philipp Gruber5,3002,000
Thomas Kusterer7,5001,190
Dieter Lutz9,7002,380
Reinhard Meißl9,7002,570
Bernhard Müller4,400380
Edwin Rambossek4,400570
Susanne Scharnhorst5,3002,000
Angela Stransky9,7002,570
Friedrich Zibuschka5,3002,000

Management of the company by the Executive Board

The Executive Board of EVN must have a minimum of two members. If the Supervisory Board does not appoint a chairman or spokesman for the Executive Board, the members are entitled to designate their own spokesman. The Executive Board is responsible for managing the company to support its business activities and continued success in the interests of shareholders, employees and the general public. The work of the Executive Board is based on legal requirements, in particular stock corporation, stock exchange and commercial laws, as well as the company’s by-laws and the rules of procedure for the Executive Board that were approved by the Supervisory Board. Important rules of conduct are also defined by the ACGC.

Irrespective of the Executive Board’s overall responsibility, the Supervisory Board establishes and assigns specific areas of responsibility to the individual Executive Board members based on the given requirements. Certain transactions are reserved for joint discussions and decision-making by the full Executive Board. The Executive Board is required to obtain the prior consent of the Supervisory Board for business transactions that require this approval based on legal regulations or a previous Supervisory Board resolution. The rules of procedure for the Executive Board and the Supervisory Board contain a detailed list of such cases.

Reporting obligations of the Executive Board

Organisational regulations require the Executive Board to report to the Supervisory Board. These reporting standards also apply to the Supervisory Board committees. The reporting obligations of the Executive Board include quarterly reports on the development of business in the Group and information on matters of importance relating to major Group subsidiaries.

Annual General Meeting

EVN’s shareholders exercise their legal and voting rights at the Annual General Meeting, whereby each share is entitled to one vote. EVN AG has no preferred shares or shares with multiple voting rights. Decisions on specific matters are reserved for the Annual General Meeting by Austrian law or the company’s by-laws. These decisions include, among others, the distribution of profits, the release of the members of the Executive Board and the Supervisory Board from liability, the selection of the auditor for the individual and consolidated financial statements, and the election of the members of the Supervisory Board. Moreover, the Annual General Meeting is entitled to decide on changes in the company by-laws and planned capital measures. The results of voting and the agenda for the 87th Annual General Meeting of EVN on 21 January 2016 are available on the EVN website (www.evn.at/AGM.aspx).

Clear separation of management and control responsibilities

Austrian stock corporation law prescribes a dual management system and requires strict separation between management bodies (i.e. Executive Board) and controlling bodies (i.e. Supervisory Board). Parallel membership in both bodies is not permitted.

Communications between the Executive Board and the Supervisory Board take place at the meetings of the Supervisory Board and its committees and in writing, as required. In addition, the Executive Board and the president of the Supervisory Board maintain regular contact on issues that fall under the responsibility of the Supervisory Board. In particular, this includes the preparation of meetings.

Supervisory Board

As of 30 September 2016, the Supervisory Board of EVN AG had ten shareholder representatives elected by the Annual General Meeting and five members delegated by the Works Council. The Supervisory Board is headed by a president and two vice-presidents, who are chosen by the Supervisory Board from among its members. The minimum number of independent members was set at 50% by the Supervisory Board in a meeting on 29 May 2006. The independent members of the EVN Supervisory Board, as defined by Rule 53 of the ACGC, are listed here.

The Supervisory Board performs its duties in accordance with the provisions of stock corporation law and the company’s by-laws. Additional guidelines for its activities are provided by the rules of procedure for the Supervisory Board and by the ACGC.

One particular responsibility of the Supervisory Board is to super- vise the work of the Executive Board, from which it may request a report at any time concerning the development of business. Legal regulations allow the Supervisory Board to extend the scope of business transactions requiring its formal consent as defined in § 95 (5) of the Austrian Stock Corporation Act through resolutions. The rules of procedure for the Executive Board and the Supervisory Board contain a detailed list of such business transactions and measures.

Independence of the Supervisory Board

A member of the Supervisory Board is considered to be independent in accordance with Rule 53 of the ACGC when he/she has no business or personal relations with the company or its Executive Board that could lead to a material conflict of interest and therefore influence the member’s behaviour. If any such conflicts of interest arise, EVN requires multi-year transition periods in accordance with the ACGC.

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

  • may not have any business or personal relations with EVN AG or its Executive Board that constitute a material conflict of interest and are therefore capable of influencing the member’s behaviour;
  • may not have served as a member of the Executive Board or a top executive of EVN AG or any of its subsidiaries during the past five years;
  • may not maintain, or in the previous year did not maintain, any business relations with EVN AG or a subsidiary of EVN AG that are considered material for that member. This also applies to business relations with companies in which the Supervisory Board member holds a significant economic interest, but does not cover appointments to corporate bodies within the EVN Group. The approval of individual transactions by the Supervisory Board in accordance with L-Rule 48 of the ACGC does not automatically lead to qualification as not independent;
  • may not have acted as an auditor of EVN AG or owned a share in or worked as an employee of the auditing company during the past three years;
  • may not serve on the management board of another company in which a member of the Executive Board of EVN AG is a member of the Supervisory Board;
  • may not serve on the Supervisory Board for more than 15 years. This does not apply to Supervisory Board members who hold an investment in the company as shareholders or who represent the interests of such shareholders; and
  • may not be closely related (i.e. direct offspring, spouse, life partner, parent, uncle, aunt, brother, sister, niece, nephew) to a member of the Executive Board or to persons who hold one of the above-mentioned positions.

Function and committees of the Supervisory Board

The Supervisory Board fulfils its responsibilities as a joint decision-making body in cases where individual issues are not delegated to its committees. The Supervisory Board committees are responsible for preparing negotiations and resolutions, monitoring the implementation of the Supervisory Board’s decisions and taking decisions on issues delegated by the Supervisory Board. The following committees were established by the Supervisory Board of EVN AG, each of which includes at least three elected Supervisory Board members and the legally required number of employee representatives.

The responsibilities of the Audit Committee are as follows:

  • monitoring the accounting process and issuing recommendations or suggestions to ensure reliability;
  • monitoring the effectiveness of the internal control system and, if necessary, the company‘s internal audit and risk management systems;
  • monitoring the audit of the annual and consolidated financial statements, including the results and conclusions indicated in the reports by the Auditor Oversight Commission;
  • verifying and monitoring the independence of the auditor of the annual financial statements (and consolidated financial statements), in particular with regard to additional services provided for the audited company; moreover, Art. 5 (5) of Regulation (EU) 537/2014 on the statutory audit of public-interest entities must be observed;
  • reporting on the results of the audit to the Supervisory Board, explaining how the audit contributed to the reliability of financial reporting and explaining the role of the Audit Committee in this procedure;
  • reviewing the annual financial statements and preparing the required authorisation, reviewing the proposal for the distribution of profits, the management report and, if applicable, the corporate governance report as well as submitting a report on the results of this review to the Supervisory Board;
  • if necessary, examining the consolidated financial statements, the Group management report and the consolidated corporate governance report and, if necessary, reporting on the results of this examination to the Supervisory Board;
  • the selection of an auditor for the annual and consolidated financial statements, taking the appropriateness of the fee into consideration, as well as preparing a proposal for the Supervisory Board on this selection; moreover, Art. 16 of Regulation (EU) 537/2014 on the statutory audit of public-interest entities must be observed.

The Audit Committee includes a financial expert as required by law and Rule 40 of the ACGC. All members of the Audit Committee are familiar with the sector in which the company operates.

The Personnel Committee is responsible for all matters concerning the relationships between the company and the members of the Executive Board, in cases where the full Supervisory Board is not responsible under law. It nominates replacements for vacant seats on the Executive Board and makes recommendations to fill vacant seats on the Supervisory Board. The Personnel Committee also serves as the Remuneration Committee, with the president of the Supervisory Board as its chairman and one member with knowledge and experience relating to remuneration policies (Rule 43 of the ACGC).

The Working Committee is responsible for carrying out specified tasks assigned by the full Supervisory Board. In certain urgent cases, the Working Committee is authorised by the Supervisory Board’s rules of procedure to approve specific business transactions on behalf of this body.

New composition of the Supervisory Board

Elections for the entire Supervisory Board were held at the Annual General Meeting on 21 January 2016 since the previous term of office expired. The new Supervisory Board took office at the end of the Annual General Meeting on 21 January 2016 and was elected for the longest period permitted under the Austrian Stock Corporation Act, i.e. up to the Annual General Meeting that will vote on the release from liability for the 2019/20 financial year. The following persons were elected to the Supervisory Board: Bettina Glatz-Kremsner, Philipp Gruber, Susanne Scharnhorst and Friedrich Zibuschka as new members and Norbert Griesmayr, Thomas Kusterer, Dieter Lutz, Reinhard Meißl, Willi Stiowicek and Angela Stransky as re-elected members. The Works Council delegated the following persons as employee representatives to the Supervisory Board: Franz Hemm, Paul Hofer, Friedrich Bußlehner, Monika Fraißl and Manfred Weinrichter. The total number of members on the Supervisory Board remains unchanged.

In the constituent meeting of the Supervisory Board on 21 January 2016, Bettina Glatz-Kremsner was elected president, Norbert Griesmayr first vice-president and Willi Stiowicek second vice-president. The Supervisory Board established an Audit Committee, a Personnel Committee which simultaneously serves as the Nominating and Remuneration Committee and a Working Committee in accordance with the requirements of the Austrian Stock Corporation Act, the ACGC and the rules of procedure for this body.

The former members Burkhard Hofer, Stefan Schenker, Bernhard Müller and Edwin Rambossek are thanked for their many years of successful work on the Supervisory Board and its committees. Special thanks is given to Burkhard Hofer for his work as president of the Supervisory Board and to Stefan Schenker for his work as vice-president.

Focal points of the Supervisory Board’s activities

The Supervisory Board held five plenary meetings during the reporting year, at which its members fulfilled the tasks and duties required by legal regulations and the company’s by-laws. A lecture on the rights and obligations of the Supervisory Board of a stock corporation provided numerous examples of the framework defined by stock corporation, stock exchange and commercial laws for the activities of the Supervisory Board members. A closed conference was also held, in which the Supervisory Board was provided with detailed information on issues surrounding the trends in the energy sector and innovation at EVN.

The Supervisory Board amended its rules of procedure following the enactment of the Statutory Audit Amendment Act in 2016 (“Abschlussprüfungsrechts-Änderungsgesetz 2016”) and adapted the responsibilities of the Audit Committee in accordance with § 92 (4a) of the Austrian Stock Corporation Act in the version published in the Statutory Audit Amendment Act of 2016.

The Supervisory Board made the following changes with regard to the Advisory Committee for Environmental and Social Responsibility: the rules of procedure were updated; new members were appointed; Bettina Glatz-Kremsner was elected chairwoman; and the remuneration for the advisory board members was redefined. The composition of the Advisory Committee for Environmental and Social Responsibility is published on the EVN website under: www.evn.at/Environmental-council.

Other important decisions by the Supervisory Board included the approval of the annual financial statements and the 2016/17 budget for the EVN Group and, above all, the sale of the shares in EconGas GmbH. The approval of the budget also covered investments in heating and windpower plants, in long-distance and district heating plants, in electricity, natural gas and heating networks and in the IT infrastructure. These investments are required primarily for the protection of supply security and the transport of renewable energy. Investments approved for the environmental services business were related to improving water quality and to international projects for water purification and waste utilisation. The Supervisory Board also approved an increase in the guarantee lines for energy trading activities in Bulgaria and the strengthening of the equity base at WEEV Beteiligungs GmbH. In addition, the Executive Board provided the Supervisory Board with information on current developments in Croatia and Montenegro.

The Supervisory Board approved the report prepared in accordance with Rule 18a of the Austrian Corporate Governance Code on measures to prevent corruption in the company. In addition, the Supervisory Board examined all possible conflicts of interest and did not identify any inconsistencies.

Average attendance at Supervisory Board meetings equalled approximately 94.7% in 2015/16. One member of the Supervisory Board (Thomas Kusterer) did not personally attend more than half of the Supervisory Board’s meetings during the reporting year (Rule 58 ACGC).

Focal points of activities in the Supervisory Board’s committees

The Personnel Committee of the Supervisory Board, which also serves as the Nominating and Remuneration Committee, met three times in 2015/16 to deal with issues involving the relations between the company and the Executive Board members. Discussions focused on preparations for elections to the Supervisory Board, the variable remuneration of the Executive Board and target agreements.

The Working Committee of the Supervisory Board did not meet during the reporting year. The Audit Committee of the Supervisory Board met twice in 2015/16 and dealt with all its assigned responsibilities (see page 80), above all with preparations for the resolution on the annual financial statements for 2014/15 including the use of profits, the appointment and work of the auditor and the half-year financial statements for 2015/16 including expectations for the full financial year. The Audit Committee dealt extensively with the internal control, audit, risk and compliance management system.

Evaluation of the Supervisory Board’s activities

The ACGC requires the regular external evaluation of compliance with the C-Rules defined by the Code (Rule 62 of the ACGC). The corresponding external evaluation in 2014/15 concluded that, “EVN AG complied with the C-Rules of the ACGC during the 2014/15 financial year”.

In 2015/16, the Supervisory Board carried out another self-evaluation of its activities as required by the ACGC. This evaluation was based on an extensive written questionnaire which was answered by the members of the Supervisory Board.

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