Commitment to the Austrian Corporate Governance Code
The Executive Board and the Supervisory Board of EVN are committed to abide by the principles of good corporate governance, thus fulfilling the expectations of domestic and international investors who demand the management and control of EVN to be carried out in a responsible, transparent and sustainable manner. Effective June 1, 2006, EVN decided to fully comply with the Austrian Corporate Governance Code in accordance with the valid and binding version published in January 2006. As of January 1, 2008, EVN agreed to adhere to the updated version of the Austrian Corporate Governance Code dated June 2007,
the version of January 2009 is for EVN effective as of October 10, 2009.
The standards specified in the Austrian Corporate Governance Code are divided into three categories. The first category of rules (Legal Requirements) based on binding regulations, is to be observed by all Austrian listed companies, and is also adhered to unconditionally and without qualification by EVN. In regards to the C-rules (Comply or Explain), listed companies are required to publish regular statements disclosing the extent of their compliance. EVN provides a detailed explanation of any deviations from these rules here. In contrast, R-rules represent recommendations, allowing deviations to occur without providing explanations.
The EVN Executive Board and Supervisory Board formally declare their commitment to fully observe and abide by all L-rules and C-rules of the Austrian Corporate Governance Code, with the exception of the following deviations and explanations. Only a small number of deviations from the R-rules exist.
Deviations from C-rules
Due to the distinctive characteristics of the Austrian energy industry and specific conditions applying to EVN, the company does not adhere to the following C-rules stipulated in the Austrian Corporate Governance Code:
Rules 4 and 5: EVN maintains that the publishing of all resolutions proposed at the Annual General Meeting as well as all materials, including the texts of the proposals and counterproposals made by shareholders as well as Supervisory Board candidates on the Website of the company, is not feasible, due to the fact that this information is not for the public domain, but is only of relevance to shareholders. In EVN’s view, only shareholders should be allowed to have access to the material. Furthermore, shareholders who submit proposals also have the right to confidentiality. For this reason, proposals of the previous Annual General Meeting are first published on the company‘s homepage after approval has been granted by the petitioner, thus fulfilling the spirit of this rule.
Rule 16: Given the fact that the Executive Board consists of three members, there can be no tied vote in adopting a resolution. For this reason, appointing a Chairman to make the final decision and cast the tie-breaking vote, is not necessary. The spokesman of the Executive Board is responsible for directing meetings and representing the Executive Board to other target groups, and also to the Supervisory Board (Rule 37).
Rule 31: The remuneration paid to the entire Executive Board as a whole shall be disclosed. Disclosure of the remuneration paid to individual members is the personal decision of each Executive Board member,
and is thus not published within the framework of the remuneration report.
Rule 52: As at September 30, 2009, EVN has 13 elected Supervisory Board members, due to the company’s shareholder structure and in the spirit of ensuring the most diverse representation of interests possible. The composition of the current Supervisory Board was determined before EVN‘s voluntary commitment to comply with the Austrian Corporate Governance Code. Following the reduction in size of the Supervisory Board in 2006, from 15 to 13 members and the retirement of one member in 2008, EVN intends to implement a step-by-step downward adjustment to streamline the Supervisory Board to the recommended level of ten members.
Rule 55: The selection of the current Vice-Chairman of the Supervisory Board took place before the voluntary commitment on the part of EVN to comply with the Austrian Corporate Governance Code.
The complete corporate governance report can be downloaded here.