The following qualified Supervisory Board committees were formed to increase the efficiency of the Supervisory Board and deal with complex issues:

Committee for Urgent Matters (Working Committee)

The Committee for Urgent Matters (Working Committee) decides on matters that require Supervisory Board approval but cannot be deferred to the next ordinary Supervisory Board meeting because of particular urgency.

Wolfgang Ruttenstorfer
1. Deputy: Gertrude Tumpel-Gugerell
2. Deputy: Alois Hochegger
3. Deputy: Reinhard Ortner

Karl Skyba
1. Deputy: Friedrich Stara
2. Deputy: Heinz Öhler
3. Deputy: Reinhard Ortner

Audit Committee (Accounts Committee)

The Audit Committee (Accounts Committee) is responsible for the duties assigned by Section 92(4a) of the Austrian Stock Corporation Act, namely:

  1. Monitoring the accounting process;
  2. Monitoring the effectiveness of the Company’s internal control system, internal auditing system and risk management system;
  3. Monitoring audits of the financial statements and consolidated financial statements;
  4. Examination and monitoring of the independence of the financial statements auditor (consolidated financial statements auditor), in particular with respect to additional services provided for the audited company;
  5. Auditing of the annual financial statements and preparations for their approval, examination of the proposal for appropriation of profits, management report and corporate governance report, and presentation of a report on the audit findings to the Supervisory Board;
  6. Auditing of the consolidated financial statements and Group management report, and presentation of a report on the audit findings to the Supervisory Board of the parent company;
  7. Preparation of the Supervisory Board proposal for choosing the financial statements auditor (consolidated financial statements auditor).

Furthermore, in a meeting (another meeting, in addition to the meeting required by law), the Audit Committee (Accounts Committee) specifies how the two-way communication between the (consolidated) financial statements auditor and the Audit Committee has to take place, while making provision for exchanges to take place between the Audit Committee (Accounts Committee) and the (consolidated) financial statements auditor without the presence of the Managing Board.

Wolfgang Ruttenstorfer
1. Deputy: Gertrude Tumpel-Gugerell
2. Deputy: Alois Hochegger
3. Deputy: Reinhard Ortner

Karl Skyba
1. Deputy: Friedrich Stara
2. Deputy: Heinz Öhler
3. Deputy: Reinhard Ortner

Committee for Managing Board Matters (Compensation Committee)

The Committee for Managing Board Matters (Compensation Committee) deals with Managing Board personnel matters. The Committee for Managing Board Matters therefore decides on the terms of employment contracts with members of the Managing Board and their compensation, and examines remuneration policies at regular intervals.

Wolfgang Ruttenstorfer
Karl Skyba

Strategy Committee

The Strategy Committee works together with the Managing Board and, when appropriate, with experts that it consults, to prepare fundamental decisions that must then be decided on by the Supervisory Board as a whole.

Wolfgang Ruttenstorfer
1. Deputy: Gertrude Tumpel-Gugerell
2. Deputy: Alois Hochegger
3. Deputy: Reinhard Ortner

Karl Skyba
1. Deputy: Friedrich Stara
2. Deputy: Heinz Öhler
3. Deputy: Reinhard Ortner

The Company did not enter into any agreements with members of the Supervisory Board in 2012 that would have required Supervisory Board approval.