Do you want to switch the language?

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 two members:

Name and functionAreas of responsibilityBornYear first 
Year current 
term expires
Georg Kapsch,
Chairman / CEO
Sales, Production, Finance, Legal, People Management, Marketing & Communications, Corporate Development, Investor Relations, "Environment, Social & Governance" (ESG), Demand Management, Tolling Services195920022025
Alfredo Escribá Gallego,
Member / CTO
Technology & Platforms, Global Services, Software Excellence, Product Management, Application Centers Tolling and Traffic, Corporate Information & Management Systems (CIMS), Supply Chain Management196920192024

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 and since October 2001 CEO of Kapsch Aktiengesellschaft (today a sister company of Kapsch TrafficCom AG)
  • 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.

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.

He joined Kapsch TrafficCom in the course of the acquisition of Schneider Electric’s transportation business in April 2016 and already had international experience in Spain, South America and North America as well as global responsibilities. Mr. Escribá holds university degrees (Master) from Universidad Politécnica de Madrid and Texas A&M University, as well as an MBA from Instituto Argentino de la Empresa in Buenos Aires.

Alfredo Escribá was a member of the Board of Directors of the associated company Traffic Technology Services, Inc., USA until January 2023.

Supervisory Board

Overview of the Supervisory Board of Kapsch TrafficCom:

NamePositionYear of birthYear first appointedYear current term expires
Franz SemmerneggChairman196820022023
Harald SommererDeputy chairman196720132023
Monika BrodeyMember196620232027
Sonja HammerschmidMember196820212025
Christian WindischMember 119632002n/a
Robert KutscheraMember 119762023n/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 since June 2002 and has been Chairman of the Supervisory Board since 2005. In 1992, he 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, Franz Semmernegg completed a management buy-out in January 1999 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. In 2021, Kapsch BusinessCom (since March 10, 2022: K-Businesscom AG) was separated from the Kapsch Group and is now no longer an affiliated company of Kapsch TrafficCom.

Dr. Harald Sommerer has been a member of the Supervisory Board since September 2013 and became its Deputy Chairman 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.

Mag. Monika Brodey has many years of experience in management positions. After studying law at the University of Vienna, she completed a tax and finance education including a service examination and auditor training. She worked for a long period of time in the federal financial administration in various management positions as well as in the association of insurance companies and in the Lower Austrian Insurance Company. As founder and managing director of businessguidance e.U., Ms Brodey has also been active as an entrepreneur since 2011. In addition, she has been involved in setting up the platform “Initiative Aufsichtsräte Austria” and completed the Governance Excellence Programme for Supervisory Boards at the WU Executive Academy. Since 2012, Ms Brodey has also been a lecturer at WU Vienna / Department Management for strategic generation management in practice.

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 to 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 a 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 Institute in Vienna with a degree in telecommunications and electrical engineering.

Robert Kutschera, DI-FH, has been working for Kapsch Group since July 2000 and for Kapsch TrafficCom since 2013. After graduating at HTL Mödling and studying at FH Wiener Neustadt, he began his professional career at Kapsch CarrierCom AG (formerly AT - Austria Telecommunication). He gained several years of experience in setting up nationwide toll projects after changing to the (former called) Commercial Operations department. He currently works as Service Delivery Manager in the Operations department.

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 currently holds 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 Harald Sommerer (Chairman and financial expert), Monika Brodey, 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 is composed of Franz Semmernegg (chairman) and 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.

Remuneration of the Executive Board and Supervisory Board

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

Information on the remuneration of the members of the Executive Board and the Supervisory Board in the 2022/2023 financial year is included in the Remuneration Report 2022/23. The upcoming remuneration reports will be available in our Download Center.


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 in all geographical regions 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 2022/23 financial year, there were no women on the Executive Board of Kapsch TrafficCom. As of March 31, 2023, a total of twelve persons at Kapsch TrafficCom AG had power of attorney, two of whom were women.

Articles of Association and Code of Conduct

The Articles of Association in their current version (September 6, 2023) 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:

Overview of all notifications on shareholdings:

from 2016:

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

See all

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:

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

  • KAPSCH-Group Beteiligungs GmbH acquired 822,783 shares in Kapsch TrafficCom AG in the course of a capital increase against contributions in kind (receivables against Kapsch TrafficCom AG) at a price of EUR 9.00 per share. Place of transaction: outside a trading venue. Date: 2023-11-21, UTC +1
  • KAPSCH-Group Beteiligungs GmbH pledged 8,227,831 shares of Kapsch TrafficCom AG. The price is not numberable. Place of transaction: outside a trading venue. Date: 2023-04-27, UTC +2
  • 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.

In the 2022/23 financial year, Kapsch TrafficCom complied with all required provisions of the ÖCGK as amended in January 2021 with the following declarations:

  • C-rule 18 – In the financial years 2021/22 and 2022/23, internal audit activities were suspended by the Executive Board due to global COVID-19 travel restrictions and resource contraints. The topics were dealt with in the Audit Committee on an ad hoc basis; an audit plan was not prepared. However, it was decided at the Audit Committee meeting in November 2022 to resume the internal auditing and to prepare an audit plan.
  • C-rule 39 – The Remuneration Committee has two members, of which only one member, and thus half and not the majority, is independent. However, decisions are taken unanimously and it is intended to reorganize the composition of the Remuneration Committee. There were no appointments to the Executive Board in the reporting period.
Contact us