The supervisory board has established an audit committee (Prüfungsausschuss) and a committee for executive board matters (Ausschuss für Vorstandsangelegenheiten).
The committee for executive board matters is responsible for the relationship between the company and the members of the executive board (including remuneration issues), except for the appointment or dismissal of members of the executive board. It consists of two members of the supervisory board elected by the shareholders’ meeting, including the chairman of the supervisory board. The current members of the committee for executive board matters are Franz Semmernegg (chairman) and Kari Kapsch.
The audit committee is responsible for the duties set out in section 92 para 4a Stock Corporation Act (Aktiengesetz). These responsibilities include the review and preparation of the approval of the financial statements and consolidated financial statements, the audit of the corporate governance report, the review of the audit process and the auditor’s independence, the preparation of a proposal for the distribution of profit and the preparation of a report to the annual shareholders’ meeting. Furthermore, the audit committee prepares the proposal of the supervisory board for the selection of an auditor and reviews the accounting process and the effectiveness of the internal control and risk management systems.
One member of the audit committee must be a financial expert (Finanzexperte). Persons who were previously members of the executive board, managing directors or auditors of the company or persons who certified the company’s annual or consolidated financial statements within the last three years do not qualify as financial experts and may not serve as chairman of the audit committee. The current members of the audit committee are Franz Semmernegg (chairman/financial expert), Kari Kapsch and Christian Windisch.
In addition to the members of the audit committee, the audit committee meetings must be attended by the executive board and a representative of the auditor, if requested by the chairman of the audit committee or required by law.