Corporate Governance
Binder+Co AG is a joint stock company according to Austrian law listed
in the mid market segment of the Vienna Stock Exchange. As a
consequence the company and its governing bodies are subject to the
statutes of the Austrian Corporations Act.
Above and beyond the legal statutes, since its admission to regulated OTC trading in July 2007, Binder+Co AG has adhered to the recommendations made in the current Austrian Corporate Governance Code. All Legal Requirements (L), the majority of the Comply or Explain Rules (C) and most of the Recommendations (R) are being fulfilled. The following list contains all those regulations that are either not adhered to, or only with minor deviations, due to the fact that in view of the current size of the company, strict adherence would (at present) serve no purpose.
Pursuant to Article 16 (C) the Management Board should consist of several persons and have a chairperson. The Management Board of Binder+Co consists of two members with equal rights and to date, the appointment of a chairperson has been waived. However, an internal regulation exists, which organises precisely the allocation of business responsibility and co-operation within the Management Board.
Pursuant to Article 18 (C) a company should install an internal auditing department, or outsource the related activities to a suitable institution. Binder+Co does not have an internal auditing department, however outsourcing to a suitable external organisation is planned.
Pursuant to Article 30 (C) information concerning the overall fixed and performance-related salary payments made to the Management Board, especially with regard to the principles and criteria applied in connection with profit sharing, are to be published in the Annual Report. Profit sharing by the Binder+Co Management Board is based on the result from ordinary business activities and contains a component derived from the level of equity.
In 2008, the salaries paid to the Binder+Co AG Management Board totalled EUR 397k (2007: EUR 358k). The fixed part amounted to EUR 308k, the variable part to EUR 89k.
Pursuant to Article 38 (C) the articles shall stipulate an age limit for members of the Management Board. No age limit is contained in the current version of the company articles.
Pursuant to Article 39 (C) a company shall install committees in order to raise the efficiency of the Supervisory Board. Apart from the mandatory accounts committee, which consists of all the members of the Supervisory Board, and a Human Resources Committee, comprised by the Supervisory Board presidium, the company has not created any other committees.
With regard to Articles 41 and 43 (C) the company invokes the exemption clause, which states that in the case of a Supervisory Board with no more than six members (including the employee representatives), the nominations committee or the salaries committee can be formed by the entire Supervisory Board.
Pursuant to Article 49 (C) contracts with the members of the Supervisory Board are to be published. In this connection, legal advice to the company is provided partially by a group legal practice of which Dr. Kurt Berger, who is a member of the Supervisory Board, is a partner. There are no other business links with members of the Supervisory Board.
Pursuant to Article 51 (C) the remuneration scheme for Supervisory Board members is to be published in the Annual Report. In 2008 there were no payments to the Supervisory Board members.
Pursuant to Article 53 (C) the Annual Report should show which members of the Supervisory Board can be classified as independent on the basis of criteria drawn up by the Board itself. Accordingly, all the members of the Supervisory Board appointed as shareholders’ representatives may be regarded as independent.
Above and beyond the legal statutes, since its admission to regulated OTC trading in July 2007, Binder+Co AG has adhered to the recommendations made in the current Austrian Corporate Governance Code. All Legal Requirements (L), the majority of the Comply or Explain Rules (C) and most of the Recommendations (R) are being fulfilled. The following list contains all those regulations that are either not adhered to, or only with minor deviations, due to the fact that in view of the current size of the company, strict adherence would (at present) serve no purpose.
Pursuant to Article 16 (C) the Management Board should consist of several persons and have a chairperson. The Management Board of Binder+Co consists of two members with equal rights and to date, the appointment of a chairperson has been waived. However, an internal regulation exists, which organises precisely the allocation of business responsibility and co-operation within the Management Board.
Pursuant to Article 18 (C) a company should install an internal auditing department, or outsource the related activities to a suitable institution. Binder+Co does not have an internal auditing department, however outsourcing to a suitable external organisation is planned.
Pursuant to Article 30 (C) information concerning the overall fixed and performance-related salary payments made to the Management Board, especially with regard to the principles and criteria applied in connection with profit sharing, are to be published in the Annual Report. Profit sharing by the Binder+Co Management Board is based on the result from ordinary business activities and contains a component derived from the level of equity.
In 2008, the salaries paid to the Binder+Co AG Management Board totalled EUR 397k (2007: EUR 358k). The fixed part amounted to EUR 308k, the variable part to EUR 89k.
Pursuant to Article 38 (C) the articles shall stipulate an age limit for members of the Management Board. No age limit is contained in the current version of the company articles.
Pursuant to Article 39 (C) a company shall install committees in order to raise the efficiency of the Supervisory Board. Apart from the mandatory accounts committee, which consists of all the members of the Supervisory Board, and a Human Resources Committee, comprised by the Supervisory Board presidium, the company has not created any other committees.
With regard to Articles 41 and 43 (C) the company invokes the exemption clause, which states that in the case of a Supervisory Board with no more than six members (including the employee representatives), the nominations committee or the salaries committee can be formed by the entire Supervisory Board.
Pursuant to Article 49 (C) contracts with the members of the Supervisory Board are to be published. In this connection, legal advice to the company is provided partially by a group legal practice of which Dr. Kurt Berger, who is a member of the Supervisory Board, is a partner. There are no other business links with members of the Supervisory Board.
Pursuant to Article 51 (C) the remuneration scheme for Supervisory Board members is to be published in the Annual Report. In 2008 there were no payments to the Supervisory Board members.
Pursuant to Article 53 (C) the Annual Report should show which members of the Supervisory Board can be classified as independent on the basis of criteria drawn up by the Board itself. Accordingly, all the members of the Supervisory Board appointed as shareholders’ representatives may be regarded as independent.
Member of the Management Board