Supervisory Board Committees

The following qualified Supervisory Board committees were established to increase the efficiency of the Supervisory Board and address complex issues:

Committee for Urgent Matters (Working Committee)

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

Günter Geyer (Chairman)

  1. Substitute member: Gertrude Tumpel-Gugerell
  2. Substitute member: Reinhard Ortner

Karl Skyba (Deputy Chairman)

  1. Substitute member: Georg Riedl
  2. Substitute member: Reinhard Ortner

Rudolf Ertl

  1. Substitute member: Martina Dobringer
  2. Substitute member: Reinhard Ortner

Audit Committee (Accounts Committee)

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

  1. Monitoring the accounting process;
  2. Monitoring effectiveness of the Company’s internal control system, internal auditing system, and risk management system;
  3. Monitoring audits of financial statements and consolidated financial statements;
  4. Examination and monitoring of 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 (Group) 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 (Group) financial statements auditor in the absence of the Managing Board.

All of the members of the Audit Committee are experienced financial experts with knowledge and practical experience in finance, accounting and reporting that satisfy the requirements of the Company.

Gertrude Tumpel-Gugerell (Chairwoman)

  1. Substitute member: Georg Riedl
  2. Substitute member: Heinz Öhler

Reinhard Ortner

  1. Substitute member: Martina Dobringer
  2. Substitute member: Heinz Öhler

Günter Geyer

  1. Substitute member: Maria Kubitschek
  2. Substitute member: Heinz Öhler

Rudolf Ertl

  1. Substitute member: Karl Skyba
  2. Substitute member: Heinz Öhler

Committee for Managing Board Matters (Compensation Committee)

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

Günter Geyer (Chairman)
Karl Skyba (Deputy Chairman)
Substitute member: Rudolf Ertl

Strategy Committee

The Strategy Committee cooperates 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.

Günter Geyer (Chairman)

  1. Substitute member: Gertrude Tumpel-Gugerell
  2. Substitute member: Reinhard Ortner

Karl Skyba (Deputy Chairman)

  1. Substitute member: Georg Riedl
  2. Substitute member: Reinhard Ortner

Rudolf Ertl

  1. Substitute member: Martina Dobringer
  2. Substitute member: Reinhard Ortner

In 2014, the Supervisory Board gave its consent to VIG Holding and other companies in the VIG Group that allowed them to use legal services of Georg Riedl, Member of the Supervisory Board, and engage him or his law firm to act as a representative and provide advisory services on a project-related basis on normal market terms. Georg Riedl is an attorney who has performed consultancy services for the VIG Group, for which he received fees (net) totalling EUR 40,425.00 plus cash expenses and 20% value added tax (of which EUR 7,845.82 plus cash expenses and 20% VAT were for VIG Holding) in financial year 2015. The Company did not enter into any other contracts with members of the Supervisory Board in 2015 that would have required an approval of the Supervisory Board.