The Executive Board and Supervisory Board of EVN are committed to the principles of good corporate governance and, in this way, meet the expectations of national and international investors for esponsible, transparent and sustainable management and control. On 1 March 2023, EVN announced its commitment to comply with the ACGC in the January 2023 version. The ACGC is available under www.corporate-governance.at.
Burgenland Holding Aktiengesellschaft is a stock corporation under Austrian law, which is listed on the Vienna Stock Exchange and included in EVN’s scope of consolidation. The corporate governance report prepared and published by this company is available under www.buho.at/corporate-governance-bericht.
The ACGC rules 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) should be observed; any deviations must be explained and justified.
- The R-Rules (Recommendations) represent recommendations and do not require the disclosure or justification of deviations.
The Executive Board and Supervisory Board formerly declare that EVN complies with all C-Rules of the ACGC, irrespective of the following deviations and explanations.
Deviations from C-Rules
EVN does not fully comply with the following C-Rules of the ACGC:
C-Rule 16: EVN does not comply with this rule which requires the management board to have a chairman. The Supervisory Board did not appoint a member of the Executive Board to serve as chairman because the Executive Board consists of only two members in line with its assigned duties and the company’s structure. In this case, a valid resolution by the Executive Board requires that meetings be announced in the approved manner and both Executive Board members must be present. Resolutions must be passed unanimously and abstention from voting is not permitted. If 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. One member was appointed as spokesman of the Executive Board. The Supervisory Board’s decision not to appoint a chairman for the Executive Board applies for an indefinite period.
C-Rule 45: The provision that prohibits Supervisory Board members from holding corporate functions in a competing company is observed by all members of the Supervisory Board with one exception. Supervisory Board member Peter Weinelt serves as the managing director of Wiener Stadtwerke GmbH which, in particular through its subsidiaries, competes in part with subsidiaries of EVN. The decision to elect Mr. Weinelt to the Supervisory Board was taken by the Annual General Meeting. The proposal for this nomination was approved by the Supervisory Board based on a recommendation by the Nominating Committee. The representation
of major shareholders on the company’s Supervisory Board has proven to be advantageous. This deviation applies to the entire term of the involved Supervisory Board member’s appointment. EVN‘s corporate governance and continued practice on the Supervisory Board ensure that potential conflicts of interest are clarified in advance of voting on related issues and legally compliant procedures are guaranteed.