Corporate bodies
Executive Board
Peter Layr Spokesman of the Executive Board
Born in 1953. Doctor of Technical Sciences. Joined EVN in 1978. Member of the EVN AG Executive Board since October 1999. Appointed spokesman of the Executive Board in 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 domestic 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. Joined EVN in 1993. Member of the EVN AG Executive Board since January 2011. His term of office expires on 19 January 2016. Stefan Szyszkowitz has executive responsibility for the Energy Trade and Supply and Energy Supply South East Europe segments as well as the following corporate functions: controlling, customer relations, finance (incl. investor relations), Group 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 domestic companies that are not included in the consolidated financial statements of the EVN Group2).
2) EVN-Pensionskasse Aktiengesellschaft, chairman of the Supervisory Board; CEESEG Aktiengesellschaft, member of the Supervisory Board; Wiener Börse AG, member of the Supervisory Board
Supervisory Board
Members of the Supervisory Board
| Name (Year of birth) | Date of initial appointment | Function in listed companies and other important functions | Independence Rule 531) |
|---|---|---|---|
| Shareholder representatives | |||
| President and Chairman Burkhard Hofer (1944) | from 20.01.2011 | Member of the Supervisory Board of Flughafen Wien Aktiengesellschaft, Chairman of the Supervisory Board of HYPO NOE Gruppe Bank AG | no |
| Stefan Schenker 1. Vice-Chairman (1946) | from 12.12.1996 | Independent forestry engineer | yes |
| Willi Stiowicek 2. Vice-Chairman (1956) | from 15.01.2009 | Head of the Presidential Department of the Magistrate of the Provincial Capital St. Pölten | yes |
| Norbert Griesmayr (1957) | from 12.01.2001 | Chairman of the Executive Board of VAV Versicherungs-Aktiengesellschaft | yes |
| Thomas Kusterer (1968) | from 17.01.2013 | Member of the Executive Board of EnBW Energie Baden-Württemberg AG | yes |
| Dieter Lutz (1954) | from 12.01.2006 | Managing Director of the BENDALUTZ-WERKE GmbH, Member 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 |
| Reinhard Meißl (1959) | from 12.01.2006 | Head 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 | Mayor of the statutory city Wiener Neustadt | yes |
| Edwin Rambossek (1943) | from 20.01.2011 | Management consultant | yes |
| Michaela Steinacker (1962) | from 12.01.2001 to 24.12.2013 | Chairwoman of the advisory board of Raiffeisen Evolution project development GmbH, member of the Austrian Parliament | yes |
| Angela Stransky (1960) | from 16.01.2014 | Authorised representative of Raiffeisenlandesbank Niederösterreich-Wien AG | yes |
| Employee representatives | |||
| Franz Hemm (1955) | from 03.05.1994 unlimited term | Chairman of the Central Works Council of Netz Niederösterreich GmbH, Vice-President of the Lower Austrian Chamber of Labour | |
| Paul Hofer (1960) | from 01.04.2007 unlimited term | Chairman of the Central Works Council of EVN AG | |
| Monika Fraißl (1973) | from 01.07.2013 unlimited term | Central Works Council | |
| Manfred Weinrichter (1961) | from 01.01.2001 unlimited term | Vice-chairman of the Central Works Council of Netz Niederösterreich GmbH | |
| Otto Mayer (1959) | from 12.05.2005 unlimited term | Central Works Council | |
| The terms of office of all Supervisory Board members elected by the Annual General Meeting expire at the end of the Annual General Meeting that will vote on the release from liability for the 2014/15 financial year. The employee representatives are delegated by the respective Works Council for an unlimited term, but may be recalled by their Works Council at any time. 1) Rule 53 of the ACGC: independence of the company and the Executive Board A list of the Supervisory Board committees can be found below. | |||
Independence of the Supervisory Board
A member of the Supervisory Board is considered to be independent when he/she has no business or personal relations with the company or its management 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;
- may not have acted as an auditor of EVN AG or owned a share in or worked as an employee of this firm 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; and
- may not be closely related (i.e. direct offspring, spouses, life partners, parents, uncles, aunts, brothers, sisters, nieces, nephews) 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;
- 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;
- verifying and monitoring the independence of the auditor of the annual financial statements (consolidated financial statements), especially with regard to supplementary services provided for the audited company;
- reviewing the annual financial statements and preparing the authorisation of these financial statements, 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;
- examining the consolidated financial statements and the Group management report and submitting a report on the results of this examination to the Supervisory Board of the parent company; and
- preparing a proposal for the Supervisory Board on the selection of the auditor of the annual and consolidated financial statements.
The Audit Committee includes the financial expert required by 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 where the full Supervisory Board is not responsible under law. The Personnel Committee nominates replacements for vacant seats on the Executive and Supervisory Boards. As the Remuneration Committee of the Supervisory Board, the Personnel Committee has one member with knowledge and experience relating to remuneration policy (Rule 43 of the ACGC).
The Working Committee is responsible for carrying out the specified tasks assigned by the full Supervisory Board. In certain urgent cases, the Working Committee is authorised by the rules of procedure for the Supervisory Board to approve specified business transactions on behalf of this body.
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. The Audit Committee of the Supervisory Board met three times in 2013/14. The Working Committee, which also serves as an emergency committee, did not meet during 2013/14. The Personnel Committee, which also serves as a remuneration and nominating committee, met three times during the reporting year. Average attendance at Supervisory Board meetings equalled 88% in 2013/14.
Composition of the Supervisory Board committees
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
Annual General Meeting
The shareholders of EVN exercise their legal and voting rights at the Annual General Meeting, whereby each share is granted 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, 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 make decisions pertaining to changes in the company by-laws and planned capital measures. The results of voting and the agenda for the 85th Annual General Meeting of EVN on 16 January 2014 are available on the EVN website (see 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.
Management of the company by the Executive Board
The Executive Board of EVN has 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 and the company’s by-laws as well as 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. Business transactions that require consent, based on legal regulations or a previous Supervisory Board resolution, require the Executive Board to obtain the consent of the Supervisory Board. The company by-laws 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 also include quarterly reports on the development of business in the Group and information on matters of importance relating to major Group subsidiaries.
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 chairman 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 2014, 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 chairman and two vice-chairmen, who are chosen by the Supervisory Board from among its members. The minimum number of independent members was set at 50% 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 above.
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 supervise 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. The rules of procedure for the Executive Board and the Supervisory Board contain a detailed list of such business transactions and measures.
The ACGC further demands an external valuation of compliance with the requirements defined in the Code (R-62). In the reporting period the evaluation of the efficiency of the Supervisory Board’s activity, especially its organisation and mode of operation, was therefore undertaken by an external consulting company.
