Commitment to the Austrian Corporate Governance Code
The Executive Board and the Supervisory Board of EVN are committed to the principles of good corporate governance and thereby meet the expectations of national and international investors for responsible, transparent and sustainable management and control. On 1 October 2012, EVN announced its commitment to comply with the ACGC in the January 2012 version. The amendments to the ACGC to reflect the Second Stability Act from July 2012 are also binding for EVN.
The ACGC standards are divided into three categories. The legal requirements (L-rules) are based on binding regulations, which must be observed by all Austrian listed companies. The C-rules (Comply or Explain) require public disclosure of the reasons in the event of non-compliance. EVN provides a detailed explanation of any deviations from these rules online under www.evn.at/Corporate-Governance-Report and provides an overview in the following section of this report. The R-rules represent recommendations and do not require the justification of deviations.
The EVN Executive Board and Supervisory Board formally declare their commitment to fully observe all C-rules of the ACGC, with the exception of the following deviations and explanations. Furthermore, the company only deviates from a limited number of R-rules.
Deviations from C-rules
EVN does not fully comply with the following C-rules of the ACGC:
Rule 16: The Executive Board meetings must be called in accordance with legal requirements and be attended by at least two members for resolutions to be considered legally valid. Resolutions must be passed unanimously and abstention from voting is not permitted if the Executive Board has only two members. In cases where a unanimous decision is not reached, the Executive Board must review and vote again on the respective point of the agenda within ten days. The Executive Board must report to the Supervisory Board if the second round of voting does not bring a unanimous decision. A simple majority of the votes cast is required in all other cases. A spokesman will also be appointed for the Executive Board, even when there are only two members, and the direction of the meetings and representation therefore also apply in this case.
Rule 45: All members of the Supervisory Board, with one exception, complied with the provision that prohibits them from assuming functions on the boards of other enterprises which compete with EVN. The Supervisory Board member who does not meet this rule represents the interests of a specific shareholder of EVN AG.
Rule 51: The Supervisory Board remuneration is disclosed in total as well as in percentages for the chairman, the two vice-chairmen and the other members. This presentation provides adequate insight into the remuneration situation.