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Corporate governance at Kapsch

Corporate governance plays a key role at Kapsch TrafficCom. The cooperation between the management and Supervisory Board is transparent and essential in order to safeguard shareholder interests.

Executive Board

The Executive Board shall manage the company under its own responsibility in such a manner as the good of the company requires, taking into account the interests of the shareholders and the employees as well as the public interest. Members of the Executive Board are appointed by the Supervisory Board.

Currently, the Executive Board consists of three members:

Name and functionResponsible forYear of birthYear first 
appointed		Year of expiry
of the current 
term
Georg Kapsch,
Chairman / CEO		Development, “Environment, Social & Governance” (ESG), Corporate Information & Management Systems (CIMS), Demand Management, Tolling Services195920022025
Andreas Hämmerle
Member / CFO
(from July 1, 2021)		Finance, Supply Chain Management, Production (Austria), Investor Relations, Revision and Risk Management197020212024
Alfredo Escribá Gallego,
Member / CTO		Technology & Platforms, Global Services, Software Excellence, Product Management, and the Application Centers: Tolling, Traffic, Back Office (as of April 1, 2022, integrated into the Application Center Tolling)196920192024
André Laux 1)
Member / COO
(until 10/2021)		Sales regions: Europe-Middle East-Africa,South and Central America, Asia-Pacific as well asSupply Chain Management, Production & Logistics196220102021

1) André Laux left the Executive Board on October 20, 2021. Sales agendas passed to Georg Kapsch on this day, Supply Chain Manage­ment and Production (Austria) to Andreas Hämmerle.

Please note: The members of the Executive Board currently do not hold any shares or share options in the company.

Mag. Georg Kapsch, Chief Executive Officer (CEO)
Georg Kapsch joined the Kapsch Group in 1982 and has since worked in various areas of the Group. Mr. Kapsch graduated in business administration from the Vienna University of Economics and Business.

Within the Kapsch Group, Georg Kapsch has been since:

  • July 1989: Member of the Executive Board of Kapsch Aktiengesellschaft (today a sister company of Kapsch TrafficCom AG), and elected CEO in October 2001
  • October 2000: CEO of KAPSCH-Group Beteiligungs GmbH (core shareholder of Kapsch TrafficCom AG)
  • November 2000: Managing director of DATAX HandelsgmbH (parent company of KAPSCH-Group Beteiligungs GmbH)

In addition, Mr. Kapsch is a member of the Supervisory Board of Teufelberger Holding AG as well as a member of the Executive Boards of the Private Foundation Wunderer and the Tabor Private Foundation.

Mag. Andreas Hämmerle, Member of the Executive Board (CFO)
Prior to his appointment to the Executive Board in 2021, Mr. Hämmerle was Executive Vice President Finance at Kapsch TrafficCom. He also has various management and Executive Board experience in the service and retail industries. Mr. Hämmerle graduated in economics from the Leopold-Franzens-University in Innsbruck. Several international university courses in applied business administration, for example at the University of St. Gallen and the University of Innsbruck, complement his studies.

Alfredo Escribá Gallego, MSc, MBA, Member of the Executive Board (CTO)
Mr. Escribá is a Spanish citizen and lives in the USA. Prior to his appointment to the Executive Board in 2019, Mr. Escribá was Executive Vice President responsible for the Urban Traffic & Mobility Management Solution Center.

Supervisory Board

Overview of the Supervisory Board of Kapsch TrafficCom:

NamePositionYear of birthYear first appointedYear current term expires
Franz SemmerneggChairman196820022023
Harald SommererDeputy chairman196720132023
Sabine KauperMember196820112023
Sonja HammerschmidMember196820212025
Christian WindischMember 119632002n/a
Claudia Rudolf-MischMember 119672018n/a

1)  Delegated by the works council, which may recall a member it has delegated at any time.

Dr. Franz Semmernegg has been a member of the Supervisory Board since June 2002 and its Chairman since June 2005. In 1992 Franz Semmernegg concluded his studies in business administration at the Karl-Franzens University in Graz, where he also wrote his doctoral thesis in 1997. From 1993 to 1996 Mr. Semmernegg worked in a firm of chartered accountants and tax consultants and in 1996 moved to Schrack Seconet AG, where he rose to become the Manager and Authorized Representative for Finance and Controlling after a stopover at Ericsson Austria. Together with a partner, in January 1999 Franz Semmernegg executed a management buy-out and founded Schrack BusinessCom AG. At the start of 2001, Kapsch Aktiengesellschaft acquired a majority share in the company, which was renamed Kapsch BusinessCom AG in 2002.

Dr. Harald Sommerer has been a member of the Supervisory Board since September 2013 and became its Deputy Chair-man in September 2020. Since December 2013 he has been self-employed and is working on establishing an investment portfolio. Before that he was CEO and Chairman of the Executive Board of Zumtobel AG from May 2010 to September 2013. From 1997 to 2010, Harald Sommerer was a member of the Executive Board of AT & S Austria Technologie & Systemtechnik AG, CFO between 1998 and 2005 and CEO from 2005 to January 2010. He is a doctor of social and economic sciences from the Vienna University for Economics and Business and Master of Management from the J. L. Kellogg Graduate School of Management, Northwestern University.

Dipl.-Betriebsw. Sabine Kauper is a financial expert for organizations in challenging phases from growth to restructuring and supports companies in various industries as a consultant. She spent around eight years on the Executive Boards of glob-ally active stock corporations listed in Germany. After studying business administration in Munich with a focus on taxes and auditing, Ms. Kauper worked for an auditing company for four years. Since 2009, she has held Supervisory Board mandates and completed training as a qualified Supervisory Board member with certification by Deutsche Börse AG. She is a member of the Advisory Board at Cidron Ollopa Investment B.V.

Dr. Sonja Hammerschmid is Head of Research and Development at Gropyus AG and member of the Executive Board of the Leopold Museum Private Foundation (Privatstiftung). After an academic career, she took over leadership roles in the Innovation Agency and the Austria Promotional Bank (Austria Wirtschaftsservice, aws). From 2010–2016, Ms. Hammerschmid was the President of the University of Veterinary Medicine Vienna and, in 2016, also President of Universities Austria. In the same year, she entered politics as Federal Minister of Education. As a result of the parliamentary elections in 2017, Ms. Hammerschmid  became member of the opposition in the Austrian Parliament, from where she withdrew in April 2021. Ms. Hammerschmid is a doctor of natural sciences from the University of Vienna. In her career she was on the Supervisory Boards  of Innovacell AG and “Kunsthalle Wien”.

Ing. Christian Windisch has been working for the Kapsch Group since September 1984 and is currently employed in the area of quality assurance. He graduated from a polytechnic in Vienna with a degree in telecommunications and electrical engineering.

Claudia Rudolf-Misch, MBA, has been working for Kapsch TrafficCom since June 2004. She started as Quality Manager in Austria and is currently responsible for the global HSSQ management system of Kapsch TrafficCom Group. Ms. Rudolf-Misch holds a Master of Business Administration.

None of the persons mentioned above is a member of the Executive Board of a publicly listed company and simultaneously fulfils more than four appointments to Supervisory Boards in stock companies outside of the Group or occupies a position in one of the bodies of companies which are in competition with Kapsch TrafficCom AG. Harald Sommerer is Deputy Chairman of the Supervisory Board of the publicly listed VARTA AG. No other appointment to a Supervisory Board or comparable position in other publicly listed companies is exercised by one of the persons mentioned above.

Franz Semmernegg and Claudia Rudolf-Misch each currently hold 228 shares in Kapsch TrafficCom AG. The other members of the Supervisory Board do not hold any shares or share options in the company.

Committees of the Supervisory Board

The Supervisory Board has appointed an Audit Committee and a Remuneration Committee.
 

Audit Committee

The Audit Committee consists of Franz Semmernegg (Chairman and financial expert), Harald Sommerer (financial expert), and Christian Windisch.

Its duties are listed in Section 92 (4) AktG and Regulation (EU) No 537/2014. They include:

  • audit and preparation of the approval of the annual financial statements and the consolidated financial statements,
  • audit of the consolidated corporate governance report and the consolidated non-financial report,
  • handling of the risk management report in accordance with C-Rule 83 of the ÖCGK,
  • oversight of the audit process of the financial statements (consolidated financial statements audit) and the independence of the auditor (including assessment and approval of non-audit services),
  • preparation of a proposal for the distribution of dividends,
  • preparation of the report to the Annual General Meeting,
  • preparation of the proposal for the selection of the annual auditor (consolidated accounts auditor),
  • oversight of the accounting process as well as the effectiveness of the internal control system and the risk management system.

Remuneration Committee

The Remuneration Committee consists of Franz Semmernegg (chairman) and from September 8th, 2021 Sonja Hammerschmid. This committee is in charge of the content of the service contracts (including remuneration) of the members of the Executive Board and is authorized to make decisions to this extent. The appointment or termination of the appointment of Executive Board members is not part of its remit.

Remuneration of the Executive Board and Supervisory Board of Kapsch TrafficCom

Remuneration policy

At its meeting of June 15, 2020, the Supervisory Board adopted the Remuneration Policy for the Executive Board and the Supervisory Board as proposed by the Committee for Executive Board Matters. On September 9, 2020, at the ordinary Annual General Meeting, 99.99% of the represented share capital (70.44%) approved the presented remuneration policy. The result has the character of a recommendation and cannot be contested. Thereafter, the Remuneration Policy shall be presented to the Annual General Meeting at least every fourth financial year for a vote.

It should be noted that the remuneration paid to members of the Supervisory Board must be set at the Annual General Meeting.

Remuneration policyRemuneration policy

Remuneration of the Executive Board and Supervisory Board

Information on the remuneration of the members of the Executive Board and the Supervisory Board in the 2020/2021 financial year is included in the Corporate Governance Report 2020/21. The upcoming remuneration reports will be available in our Download Center.

Remuneration reportRemuneration report

Diversity

A key focus of Kapsch TrafficCom in the area of diversity is the collaboration between men and women. Various measures to promote the advancement of women within the Group shall lead to an increasing number of women in management positions.

Goal: By 2028, 30% of all Kapsch TrafficCom managers should be female. 

Women on the Supervisory Board and Executive Board of Kapsch TrafficCom

Kapsch TrafficCom does not have a specific plan for the appointment of women in the Executive Board, Supervisory Board, and other executive functions.

The fact is that every person is considered for a management position at Kapsch TrafficCom if

  • their professional and social skills are convincing,
  • they have sufficient experience,
  • he or she is a team player.

For appointment/reappointment to the Executive Board, the candidate must not be older than 65 years of age. For the Supervisory Board, this age limit is 75 years.

Religion, gender, sexual orientation, pregnancy, ethnicity, skin color, age, or physical limitations do not play a role.

Women in leadership positions

In the 2020/21 financial year, there was no woman on the Executive Board of Kapsch TrafficCom. At Kapsch TrafficCom AG, 13 people have power of procuration ("Prokura") – three of them are women.

Articles of Association and Code of Conduct

The Articles of Association in their current version (September 8, 2021) are available for download:
> Kapsch TrafficComAG Articles of Association

The Code of Conduct contains the fundamental principles, guidelines, and recommendations for ethical, moral, and legally correct decision making and behavior of all employees of Kapsch.
> Code of Conduct of the KAPSCH Group

Notifications on shareholdings

Notifications of changes in major shareholdings must be made if, as a consequence of an acquisition, disposal or other transaction, the proportion of voting rights of an issuer reaches, exceeds or falls below a threshold of:
4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% or 90%.

You can find the corresponding form here:

FormForm

Overview of all notifications on shareholdings:

from 2016:

Notification pursuant to Section 93 of the Austrian Stock Exchange Act until 2015:

See all
  • 9. July 2015
    Notification

    Vienna, on July 9, 2015  – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that The Bank of New York Mellon Corporation and its subsidiaries/affiliates have crossed above the threshold of 5% in voting rights on July 6, 2015, and now hold 697,018 shares (5.36% of voting rights) in Kapsch TrafficCom AG. The name of the shareholders are The Bank of New York Mellon Corporation, The Bank of New York Mellon, The Bank of New York Mellon SA/NV and BNY Mellon Service Kapitalanlage-Gesellschaft mbH. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

    Read the full article
  • 11. May 2015
    Notification

    Vienna, on May 11, 2015  – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that The Bank of New York Mellon Corporation and its fellow subsidiaries and affiliates have crossed above the threshold of 4% in voting rights on May 7, 2015, and now hold 532,629 shares (4,10% of voting rights) in Kapsch TrafficCom AG. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 5. December 2014
    Notification

    Vienna, on December 5, 2014 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that Schroders plc and its fellow subsidiaries and affiliates have crossed below the threshold of 4% in voting rights on 3 December 2014 and now hold 509,300 shares (3.918% of voting rights) in Kapsch TrafficCom AG. These shares are held in portfolios managed by Schroders plc and its fellow subsidiaries and affiliates on a discretionary basis for clients under investment management agreements. Schroders Plc is the parent company of Schroder Administration Limited which is the ultimate holding company for all of Schroders legal entities. This holding is held across two legal entities: Schroder Investment Management Limited holding 1.462% (190,000 shares) and Schroder Investment Management North America Limited holding 2.456% (319,300 shares). The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 7. March 2014
    Notification

    Vienna, on March 7, 2014 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that Schroders plc and its fellow subsidiaries and affiliates have crossed above the threshold of 4% in voting rights on 5 March 2014 and now hold 524,444 shares (4.034% of voting rights) in Kapsch TrafficCom AG. These shares are held in portfolios managed by Schroders plc and its fellow subsidiaries and affiliates on a discretionary basis for clients under investment management agreements. Schroders Plc is the parent company of Schroder Administration Limited which is the ultimate holding company for all of Schroders legal entities. This holding is held across two legal entities: Schroder Investment Management Limited holding 1.742% (226,444 shares) and Schroder Investment Management North America Limited holding 2.292% (298,000 shares). The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 24. May 2013
    Notification

    Vienna, on May 24, 2013 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate holdings of The Capital Group Companies Inc., the parent company of Capital Research and Management Company, as of May 21, 2013 was 483,552 shares, or 3.72% of Kapsch TrafficCom AG´s outstanding voting shares and thus fell below the threshold of 4% of voting rights again. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 1. March 2013
    Notification

    Vienna, March 1, 2013 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate shareholding of funds managed by Capital Research and Management Company as of February 21, 2013 was 542,493 shares, or 4.17% of Kapsch TrafficCom AG´s outstanding voting shares and thus exceeded the threshold of 4% of voting rights. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 14. February 2012
    Notification

    Vienna, February 14, 2012 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate shareholding of funds managed by Capital Research and Management Company as of February 8, 2012 was 533,561 shares, or 4.10% of Kapsch TrafficCom AG´s outstanding voting shares and thus fell below the threshold of 5% of voting rights. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 27. September 2011
    Notification

    Vienna, September 27, 2011 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate shareholding of funds managed by Capital Research and Management Company as of September 23, 2011 was 653,561 shares, or 5.03% of Kapsch TrafficCom AG´s outstanding voting shares and thus exceeded the threshold of 5% of voting rights. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

    Read the full article

Managers' transactions

Declarations regarding managers' transactions ("directors' dealings") by executives up to and including July 2, 2016 are available in the directors’ dealings database of the Austrian Financial Market Authority:

Directors’ Dealings (only DE)Directors’ Dealings (only DE)

Since July 3, 2016, the following managers' transactions were concluded:

  • KAPSCH-Group Beteiligungs GmbH pledged 3,250,001 shares of Kapsch TrafficCom AG. The price is not numberable. Place of transaction: outside a trading venue. Date: 2023-01-05, UTC +1
  • Andreas Hämmerle (member of the Executive Board, CFO) sold 2,600 shares of Kapsch TrafficCom AG at an average price of EUR 15.17 per share. Market: WIENER BOERSE AG, XWBO. Date: 2021-12-01; UTC +1
  • Traditio-Privatstiftung, a legal person associate to Mag. Georg Kapsch (Chief Executive Officer of Kapsch TrafficCom AG), takes over a share in DATAX HandelsgmbH with a nominal value of EUR 6,056.07 (approximately 16.67% of the share capital), which is transferred from ALUK Privatstiftung to Traditio Privatstiftung in the course of a demerger. DATAX HandelsgmbH currently holds 8,227,831 shares in Kapsch TrafficCom AG through its wholly-owned subsidiary KAPSCH Group Beteiligungs GmbH. A price for Kapsch TrafficCom AG was not determined as the subject matter of the transaction is the transfer of shares in Kapsch BusinessCom AG. Date: 2021-10-21; UTC +2
  • Andreas Hämmerle (member of the Executive Board, CFO) acquired 2,600 shares of Kapsch TrafficCom AG at an average price of EUR 14.7576 per share. Market: WIENER BOERSE AG, XWBO. Date: 2021-07-02; UTC +2
  • KAPSCH-Group Beteiligungs GmbH acquired 1,304 shares in Kapsch TrafficCom AG at a price of EUR 39.68 per share. Place of transaction: outside a trading venue. Date: 2016-12-01; UTC +1
  • KAPSCH-Group Beteiligungs GmbH acquired 228 shares in Kapsch TrafficCom AG at a price of EUR 36.83 per share. Place of transaction: outside a trading venue. Date: 2016-09-06; UTC +2

ISIN Kapsch TrafficCom AG share: AT000KAPSCH9
LEI of Kapsch TrafficCom: 529900PD3SI453KAW989

Kapsch TrafficCom AG declares its voluntary commitment to the Austrian Code of Corporate Governance (ACCG) as amended in January 2021.

ACCG 2021ACCG 2021
In the 2020/21 financial year, Kapsch TrafficCom complied with all required provisions of the ÖCGK as amended in January 2021 with the following declarations:
  • C-Rule 27 – A separate provision on the reclaiming of variable remuneration components was not included in Executive Board contracts concluded before 2020. Based on the prevailing Austrian legal situation, the company can reclaim variable remuneration components if it becomes clear that these were paid out only on the basis of obviously false data. The Executive Board contract of Georg Kapsch valid as of April 1, 2020 already complies with C-Rule 27.
  • C-Rule 27a – In the past, limits on severance payments could not be enforced for the relevant employment market. They were therefore not considered to be purposeful and are not found in the Executive Board contracts of Mr. Laux and Mr. Escribá. However, in the course of establishing a new remuneration policy for the Executive Board and Supervisory Board, the situation was reassessed. The Executive Board contract of Georg Kapsch, valid from April 1, 2020, already complies with C-Rule 27a.

The decisions on these deviations were reached by the Supervisory Board of Kapsch TrafficCom AG. 

Downloads

Corporate governance reports:
2020 / 212020 / 212020 / 212020 / 212019 / 202019 / 20
2018 / 192018 / 192017 / 182017 / 182016 / 172016 / 17
2015 / 162015 / 162014 / 152014 / 152013 / 142013 / 14
2012 / 132012 / 132011 / 122011 / 122010 / 112010 / 11