In October 2002, the Austrian Code of Corporate Governance (the “Code”) was published; it was amended in February 2005, January 2006, June 2007 and January 2009. The Code is based on the provisions of Austrian corporate law, securities law and capital market law, as well as on the tenets of the OECD Principles of Corporate Governance.
The Code provides Austrian corporations with a regulatory framework for company management and supervision. The Code achieves validity through voluntary self-regulation by companies.
The Code’s objective is the responsible management and supervision of companies and groups of companies, aiming at the creation of sustainable and long-term value. The Code is designed to establish a high degree of transparency for all company stakeholders. The management board and supervisory board approved the recognition of the Code.
Pursuant to rule 53 of the Code independent members of the Supervisory Board are Dean Drako, David Faugno and Michael Perone.
In addition to the mandatory “L Rules” (Legal Requirement), the Code will be observed in accordance with the “C Rules” (Comply or Explain), with the following exceptions:
C 18
Due to the small number of employees and the very clear corporate structure, the Company has not yet installed an internal auditing system. If the Company continues to grow, it will install a separate internal or external auditing unit.
C 39, 41
Due to the small size of the supervisory board (3 supervisory board members), except for the audit committee and the presidial committee, no further committees have yet been set up.