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Committees of the Supervisory Board

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 for the relationships between the company and the members of the executive board (including remuneration issues). Excepted from this, however, is the appointment or recall of the executive board members. The committee consists of two members of the supervisory board who were selected by the annual general meeting, including the chairman of the supervisory board. The current members of the committee for executive board matters are Franz Semmernegg (chairman) and Harald Sommerer.

The audit committee has the duties established in article 92 para. 4a of the 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 report of the risk management according to Rule 83 of the Code, 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 general 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 always be a finance expert (Finanzexperte). Persons who were previously members of the executive board, general managers or auditors as well as persons who certified the annual or consolidated financial statements in the last three years cannot function as finance expert or as chairman of the audit committee. The current members of the audit committee are Franz Semmernegg (chairman / financial expert), Harald Sommerer and Christian Windisch.

The auditor is to participate in all meetings of the audit committee dealing with the preparation of the approval of the (consolidated) financial statements and its audit.