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CORPORATE GOVERNANCE |
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1. Legal Requirements | These rules refer to mandatory legal requirements |
2. Comply or explain | These rules should be followed and deviations must be explained with the reasons stated in order to be in compliance with the Governance Code. |
3. Recommendations | These rules only constitute recommendations; non-compliance with such rules requires neither disclosure nor explanation. |
Commitment to observing the provisions of the Austrian Corporate Governance Code
The Management Board and Supervisory Board of CA Immo International are committed to the regulations of the Austrian Corporate Governance Code and thus to transparency and uniform principles of good corporate management. CA Immo International has implemented almost in full the regulations and recommendations of the Code. Once a year an evaluation to determine compliance with the Code was carried out by KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH, and duly confirmed the validity of public statements concerning compliance with the Code. The active implementation of compliance guidelines by all executive bodies and employees of CA Immo International also prevents insider abuse. Observance of the guidelines, and other rules of conduct, is monitored by the responsible compliance officer at CA Immo International. This demonstrates the determination of the Management Board to uphold the interests of all stakeholders by ensuring equal treatment for all shareholders and avoiding conflicts of interest.
CA Immo International AG complies fully with all recommendatory rules and with most C rules in the CG Code. Deviation is confirmed in the following areas:
C Rule 39: The Supervisory Board forms competent committees according to the number of its members and the specific circumstances of the company. The purpose of the committees is to help the Board function more efficiently and handle complex issues, although certain committee matters may still be dealt with by the full Supervisory Board. The committee chairpersons report regularly to the Supervisory Board on the work of their committees. The Supervisory Board must make provision to ensure committees are authorised to reach decisions in urgent cases. The majority of committee members meet the independence criteria in accordance with C Rule 53.
The names of committee members and the chairpersons must be given in the corporate governance report, which must also state the number of committee meetings and describe committee activities.
Explanation/reason: The responsibilities of the Supervisory Board are stipulated in the Articles of Association and the rules of procedure adopted by the Supervisory Board. The obligations therein defined as regards information provision and reporting by the Management Board also apply to the subsidiaries of CA Immo International. The full committee rules on matters of critical importance as well as general strategy. The Board also executes its duties through three competent committees. Notwithstanding the provisions of C Rule 39, the chairperson of the Supervisory Board shall be competent where decisions are required on urgent matters; however, such decisions must be submitted as quickly as possible to the full Supervisory Board for approval. Regular reports are submitted to the Supervisory Board concerning the work of the committees and the presiding committee. All committee members have declared compliance with the criteria for independence stipulated under C Rule 53. The corporate governance report contains more details on the committees (composition, activities, meetings held etc.).
C Rule 45: Supervisory Board members are prohibited from taking up executive positions with competitor companies.
Explanation/reason: Although a number of CA Immo International Supervisory Board members hold executive positions with similar companies within the sector, each of them is obliged to declare without delay any consultancy or executive functions performed for a competitor organisation or business partner. Stringent standards are applied when determining the existence of a conflict of interests; in the event of a contradiction of interests arising, the member in question shall be required to abstain from taking part in voting procedures. The following Supervisory Board members hold executive positions with similar companies: alongside their functions at CA Immo International, Helmut Bernkopf and Reinhard Madlencnik are represented on the Supervisory Board of the parent company CA Immo, which is also publicly owned. Furthermore, in connection with their functions at UniCredit Bank Austria AG, Helmut Bernkopf, Reinhard Madlencnik and Peter Hofbauer hold supervisory board mandates in a number of subsidiaries of the Bank involved in similar business areas (real estate and development projects). A full list of executive functions performed by Management and Supervisory Board members may be viewed here. No loans were extended to Supervisory Board members. There are no direct agreements, and in particular no consultancy contracts, between CA Immo International and members of the Supervisory Board.
C Rule 53: The majority of Supervisory Board members elected by the Ordinary General Meeting or appointed by shareholders on the basis of the Articles of Association are independent of the company and its Management Board. A Supervisory Board member shall be deemed to be independent where he or she has no business or personal relationship with the company or its Management Board which could cause a material conflict of interests and thus influence the conduct of that member. On the basis of this general provision, the Supervisory Board defines the criteria for independence and publishes these in the corporate governance report. The guidelines on independence as shown in the first notes section provide additional information. According to the defined criteria, all Supervisory Board members are personally responsible for declaring their own independence or otherwise to the Board. Supervisory Board members who meet the criteria must be named in the corporate governance report.
Explanation/reason: In compliance with the Corporate Governance Code, the Supervisory Board has defined criteria for evaluating its independence. According to these criteria, a Board member shall be deemed to be independent where he or she has no business or personal relationship with CA Immo International or its Management Board which could cause a material conflict of interests and thus influence the conduct of that member. The guidelines on independence compiled by the Supervisory Board are published in full on the company’s website, along with a list of all mandates outside of CA Immo International held by Board members. All members of the Supervisory Board have declared their independence in line with these criteria. In addition, all members of the Supervisory Board meet the criteria under C Rule 54 in that they do not represent the interests of any shareholder with a holding in excess of 10 %. Some Board members perform functions in related companies or organisations that could potentially lead to conflicts of interests: as an executive board member at UniCredit Bank Austria AG, Helmut Bernkopf is responsible for corporate clients business as well as the Investment Banking area; Peter Hofbauer has headed the Shareholdings, Capital and Strategic Projects division at UniCredit Bank Austria AG since mid– 2006 and runs the Group Accounting & Tax division; at the same bank, Reinhard Madlencnik is the head of the Real Estate division. UniCredit Bank Austria AG/UniCredit Group is the principal bank of the CA Immo International Group: the company performs most of its payment and loan financing
transactions and makes most of its financial investments with this bank. Reference is hereby made to the remarks concerning C Rule 45 (executive functions performed for competitor organisations).
Downloads
Compliance Statement.pdf (only in German)
Joint Declaration by the Managing Board and Supervisory Board.pdf (only in German)
Declaration by the Managing Board (only in German)
Corporate Governance Report
According to Article 243b of the Austrian Commercial Code (UGB), publicly owned companies are obliged to compile a corporate governance report on an annual basis. Here you will find the detailed report of CA Immo International: Corporate Governance Report (.pdf)
Articles of Association
(as amended on 5 May 2010):
Articles of Association of CA Immo International AG (.pdf)
Corporate Management / Duty to report
General
The Company has a two-tier management and oversight structure, consisting of the Supervisory Board (Aufsichtsrat) and the Management Board (Vorstand). The Supervisory Board elects the members of the Management Board for a maximum period of five years. However, the Supervisory Board may call for the resignation of Management Board members prematurely for material reasons (e.g., violation of duties and a vote of no confidence by the general meeting).
The Management Board is solely responsible for managing the Company and is not bound by instructions from the annual general shareholders’ meeting or from the Supervisory Board. Certain transactions specified by law require the prior approval of the Supervisory Board and the Articles of Association or the internal rules of procedure may require the approval of the Supervisory Board for certain actions of the Management Board. The Management Board may present, or, in the case of transactions subject to approval, the Supervisory Board may present motions for approval to the general shareholders’ meeting, which is usually only taken in cases of fundamental corporate restructuring (e.g., disposal of major divisions of a company).
The detailed remuneration report is included in the Corporate Governance Report and encompasses the principles of remuneration policy, a breakdown of the emoluments of individual Management Board and Supervisory Board members and an overview of share ownership.
Pairing of management and supervisory functions
To enable it to carry out its supervisory function properly, the Supervisory Board is supplied with regular, timely and comprehensive reports on all matters relevant to the development of the company. In addition to matters subject to authorisation (which are regulated partly by legislation and partly by the Articles of Association or the rules of procedure), all strategic decisions are coordinated in open discussions with the Supervisory Board that exceed the usual framework of Supervisory Board meetings.
Reporting to the Supervisory Board
§ 5 of the Management Board Internal Rules of Procedure
(1) The Management Board must report to the Supervisory Board at least once a year on fundamental aspects of the future business policy of the company and the Group, and on the likely future development of the assets, financial and earnings situation on the basis of a forecast statement (annual report).
The Management Board must also report to the Supervisory Board on a regular basis, at least once per quarter, on the course of business and the situation of the company and the Group compared to the forecast statement, taking account of likely future developments (quarterly report).
The Chairman of the Supervisory Board must be informed immediately of any events or occurrences with serious implications; the Supervisory Board must also be informed immediately of any circumstances that may significantly affect the company's profitability or liquidity (special report).
(2) The annual report and the quarterly reports must be made in writing and, at the request of the Supervisory Board, elucidated orally; the reports are to be distributed to every member of the Supervisory Board. Special reports can be made orally or in writing.
Management Board
The Management Board of the Company consists of two, three or four members. Along with pertinent legal provisions, the way in which the Management Board cooperates is defined in the Articles of Association and the rules of procedure passed by the Supervisory Board (including the schedule of responsibilities). Important decisions on strategy, investment policy and corporate governance are the responsibility of the entire Management Board; the Board also decides on communication tasks of critical importance. All pertinent issues are regularly and openly discussed by the Board members, agreements are reached and the implementation of resolutions passed is continually monitored.
The current members of the Management Board of the Company, their responsibilities in the Company and their terms of office are listed below:
Name | Date of initial appointment | Term of office ends | Position |
Bruno Ettenauer (Chairman) | 19th June 2006 | 30th September 2012 | Project organisation/IT/personnel/legal affairs Investment management Asset management |
Wolfhard Fromwald | 19th June 2006 | 30th September 2012 | Finance and accounting Controlling Investor Relations/Capital Markets |
Bernhard H. Hansen | 1st October 2009 | 30th September 2012 | Developments and Technology |
Bruno Ettenauer
Bruno Ettenauer, born on January 25, 1961, has more than 15 years of experience in the real estate sector. In 2002, he was appointed Head of the Real Estate Financing Division of Bank Austria Creditanstalt AG. Since March 2006, Bruno Ettenauer has been Spokesman of the management board of CA Immobilien Anlagen Aktiengesellschaft. He is a certified surveyor for real estate valuation.
Wolfhard Fromwald
Wolfhard Fromwald, born on June 22, 1952, was Head of the Industry, Services and Trade Department of the Creditanstalt for decades. Since 1990, Wolfhard Fromwald has been a member of the management board of CA Immobilien Anlagen Aktiengesellschaft, and he has more than 15 years of experience in the real estate sector.
Bernhard H. Hansen
Bernhard H. Hansen, born on July 25, 1954, contributes as real estate expert decades of experience in project business to the CA Immo Group. Mr. Hansen managed his first real estate projects with Strabag Bau AG, the United States Army Corps of Engineers and other organisations; he also headed the construction department of the European Space Agency. He joined Deutsche Bank AG in 1992, where he took charge of project development for a subsidiary company. From 1996 onwards he served on the management boards of Deutsche Interhotel Holding GmbH & Co. KG and other companies, including DB Immobilien. He joined the executive board of DB Station & Service AG in 2000. Bernhard H. Hansen became the chairman of the Vivico Management Board on 1st January 2006 and joins the Management Board of CA Immo as of 1st October 2009 as CTO (Chief Technical Officer).
Supervisory Board
The current Supervisory Board comprised five members, all of whom were elected by the Ordinary General Meeting. There are no cross-links. No former Management Board members or senior managers sit on the Supervisory Board of CA Immo International. The Supervisory Board, which rules on matters of critical importance and the strategic priorities of CA Immo International, held five meetings during the year 2009 under review. Depending on the significance of particular issues, the Supervisory Board also performs its monitoring function through committees. Three committees have been set up at CA Immo International.
The Supervisory Board of CA Immo International comprises a sufficient number of specialists with excellent reputations who are independent of the company and its Management Board. No members have business or personal links to the company or its Management Board that could serve to influence the conduct of that member (C-Rule 53). In addition, all members of the Supervisory Board meet the criteria under C-Rule 54, in that they do not represent the interests of any shareholder with more than a 10 % holding.
The current members of the Supervisory Board of the Company, their positions and their terms of office are listed below:
Name | Date of initial appointment | Term of office ends | Position |
Helmut Bernkopf | 7th May 2009 | 10th AGM (2014) | Chairperson |
Ernst Nonhoff | 21th September 2006 | 7th AGM (2011) | Deputy of the Chairperson |
Peter Hofbauer | 7th May 2009 | 10th AGM (2014) | Member |
Reinhard Madlencnik | 21th September 2006 | 7th AGM (2011) | Member |
Helmut Bernkopf, Chairperson of the Supervisory Board
Helmut Bernkopf, born on 10 May 1967, started his international career in the corporate clients sector of Bank Austria in 1994. Further positions in his career were Head of Corporate Customer Business in Bank Austria Romania and Member of the Board of Management of HVB Bank Romania. At the end of 2004 he returned to Vienna to become General Manager of Bank Austria of the Central and Eastern European region. From 2007 to 2008, Helmut Bernkopf served as Deputy President of the Board of Management of UniCredit Bank Russia. In September 2008 he was appointed Member of the Board of Management of UniCredit Bank Austria AG and is in charge of corporate customer business.
Ernst Nonhoff, Deputy of Chairperson of the Supervisory Board
Ernst Nonhoff, born on Januar 29, 1944, worked for IBM Austria for 30 years in total, serving as General Manager from 2000 to 2007. He has been president of the curatorship of the American Chamber of Commerce in Austria since 2002 and a member of the Supervisory Board of CA Immo International since 2006. He also sits on the Supervisory Board of S&T System Integration & Technology Distribution AG of Vienna.
Mag. Peter Hofbauer, Member of the Supervisory Board
Peter Hofbauer, born on 15 January 1964, has held an executive management function in BA-CA since 2005. He started his career, while studying IT management application and support at Vienna University, as system programmer with Siemens in 1983. Following various other posts, he joined KPMG after graduation in 1988, where he became authorized representative in 1991 and „Prokurist“ (authorized signatory) and Senior Manager in 1996. Mag. Peter Hofbauer has been a certified public accountant since 1996. His main task was bank auditing. From 1998 to 2004 he held several positions in BAWAG as Head of Risk Management and Control and also as Member of the Board of Management of Slovak subsidiary Istrobanka. At Bank Austria, Peter Hofbauer became head of the department "Shareholdings, Capital and Strategic Projects" in mid-2006 in addition to his function as head of the department "Group Accounting & Tax".
Reinhard Madlencnik
Reinhard Madlencnik, born on April 10, 1961, heads the real estate division at Bank Austria, with responsibility for all commercial property business as well as property financing. Aside from his Supervisory Board mandates at CA Immo International and CA Immobilien Anlagen Aktiengesellschaft, he holds no other posts with any listed companies at home or abroad.
Committees
Depending on the significance of particular issues, the Supervisory Board also performs its monitoring function through committees. Three committees have been set up at CA Immo International; the members of the committees are listed below:
Audit Committee
Peter Hofbauer (Chairman)
Reinhard Madlencnik
Ernst Nonhoff
Investment Committee
Helmut Bernkopf (Chairman)
Reinhard Madlencnik
Ernst Nonhoff
Remuneration and Nominating Committee
Helmut Bernkopf (Chairman)
Peter Hofbauer
Ernst Nonhoff
Committees, General
§ 12 of the Rules of Procedure of the Supervisory Board
(1) The Supervisory Board is entitled to appoint one or more committees from its ranks, defining their duties and competences. Decision-making powers of the Supervisory Board may be transferred to these committees.
(2) Where the Supervisory Board has more than six members, the following committees should be established in the interests of good corporate governance:
- A Nomination Committee that makes proposals to the Supervisory Board on filling forthcoming vacant positions on the Board of Management and deliberates on questions relating to succession planning. The Nomination Committee makes proposals to the General Shareholders’ Meeting on filling forthcoming vacant positions on the Supervisory Board.
- A Remuneration Committee, the Chairperson of which is always the Chairperson of the Supervisory Board. The Remuneration Committee is identical to the Nomination Committee and deals with matters relating to the remuneration of members of the Management Board and with the content of employment contracts with Management Board members.
Committee meetings may be held within the context of full Supervisory Boardsessions.
(3) Committees must be formed on a yearly basis at the constituent Supervisory Board meeting which takes place following the Ordinary Shareholders’ Meeting.
(4) A committee shall comprise three or more members.
(5) The Chairperson of the Supervisory Board, or, if s/he is unable to attend, the Deputy Chairperson, shall preside over committees. The right to preside cannot be transferred.
(6) Supervisory Board members who are not members of committees may participate in committee meetings at the invitation of the Chairperson of the committee.
(7) Other members of the Supervisory Board may participate in committee meetings in the place of committee members prevented from attending, and may vote where authorised to do so in writing by a non-attending committee member; committee members represented in this way must not be counted when determining whether a meeting is competent to pass resolutions.
(8) A committee is competent to pass resolutions where all members were invited in the proper manner and the Chairperson (or Deputy Chairperson) and at least one other committee member take part in the meeting. Committees shall also be competent where the Chairperson (or Deputy Chairperson) and at least one other committee member are present.
(9) The activities of committees shall be correspondingly governed by the Rules of Procedure of the Supervisory Board, unless otherwise stipulated in separate Rules of Procedure decreed by the Supervisory Board.
Audit Committee
Listed companies are required to establish audit committees, which are responsible for monitoring the entire process of financial reporting. The audit committee at CA Immo International carries out preparatory work for the full Supervisory Board on all issues connected with the annual and consolidated financial statements, the proposal on the distribution of profit and the management report. It also monitors the effectiveness of the internal control system and the risk management system at CA Immo International as well as the independence and competence of the auditing company (as assessed by ‘peer reviews’). The audit committee held two meetings in 2009. A financial expert sits on the audit committee of CA Immo International in compliance with the Code.
§ 13 of the Rules of Procedure of the Supervisory Board
(1) An Audit Committee shall be established irrespective of the size of the Supervisory Board of CA Immo International.
(2) The Audit Committee is responsible for internally auditing and preparing for the adoption of the annual financial statements, the profit distribution proposal and the management report. The duties of the Audit Committee also include, where applicable, internally auditing the consolidated financial statements, proposing the auditor for the annual accounts and reporting to the Supervisory Board accordingly
(3) One member of the Audit Committee must be a person with specific knowledge and practical experience in the field of finance and accounting and in reporting (financial expert). Neither the Chairperson of the Audit Committee nor the financial expert may be a person who has, in the past three years, been a member of the Board of Management or a senior executive or external auditor of the company or who has signed the auditors’ report.
Investment Committee
Working with the Management Board, and bringing in competent experts where necessary, the task of the investment committee is to prepare the ground for significant (investment) decisions to be taken by the full Supervisory Board. The investment committee may also approve transactions and measures to a maximum volume of € 75 m; beyond this limit value, the full Supervisory Board assumes responsibility. The investment committee did not meet during the reporting period, although it did issue a number of authorisations by round-robin.
Remuneration and Nomination Committee
The remuneration and nomination committee is responsible for all Management Board-related matters as well as succession planning, which includes the matching of suitable candidates to Supervisory Board mandates. The nomination committee (or the full Supervisory Board) proposes candidates to the Ordinary General Meeting where mandates emerge within the Supervisory Board; the main emphasis is on ensuring a balance of expertise across the Supervisory Board and the personal qualifications of candidates. No new appointments were made to the Management Board or the Supervisory Board in the year under review. The remuneration and nomination committee convened twice during the reporting period to discuss Management Board matters.
§ 14 of the Rules of Procedure of the Supervisory Board
(1) The Supervisory Board shall appoint a Remuneration and Nomination Committee, the Chairperson of which is the Chairperson of the Supervisory Board.
(2) The Remuneration and Nomination Committee makes proposals to the Supervisory Board on filling forthcoming vacant positions on the Board of Management, deliberates on questions relating to succession planning, and makes proposals to the General Shareholders’ Meeting on filling forthcoming vacant positions on the Supervisory Board. The Supervisory Board transfers to members of the Remuneration and Nomination Committee the right to conclude, change and dissolve employment contracts with Management Board members and to grant remuneration.
(3) The approval of the Remuneration and Nomination Committee must be obtained for extraordinary, ex gratia payments to the workforce if, in total, these exceed 10% of the wage and salary budget in any one business year.
Guidelines for the independence of the members of the Supervisory Board of CA Immo
In accordance with C-Rule 53 of the Austrian Corporate Governance Code a member of the Supervisory Board shall be deemed as independent if said member does not have any business or personal relations with the company or its management board that constitute a material conflict of interests and is therefore suited to influence the behaviour of the member.
In particular, the Supervisory Board member shall not
Internal and external positions held by the members of the Management Board and the Supervisory Board of CA Immo International
The following list sets out the names of all companies and partnerships of which each of the members of the Management Board and the Supervisory Board of the Company is a member of the administrative, management or supervisory boards or a partner.
In the following list, the abbreviation “MB” denotes “Management Board”, “SB” denotes “Supervisory Board” and “AB” denotes “Advisory Board”.
Management Board
Name |
Name of the company / Partnership |
Registered office |
Position |
Internal / external |
Bruno Ettenauer |
||||
CA Immobilien Anlagen Aktiengesellschaft |
Vienna |
Chairman of the MB |
internal |
|
CA Immo International AG |
Vienna |
Chairman of the MB |
internal |
|
CA Immo Germany GmbH |
Vienna |
Director |
internal |
|
CA Immo - RI - Residential Property Holding GmbH |
Vienna |
Director |
internal |
|
CA Immo International Holding GmbH |
Vienna |
Director |
internal |
|
CA Immobilien Anlagen Beteiligungs GmbH |
Vienna |
Director |
internal |
|
Vivico AG |
Frankfurt (am Main) |
Chairman of the SB |
internal |
|
Vivico Real Estate GmbH |
Frankfurt am Main |
Director |
internal |
|
Blitz F07-neunhundert-sechzig-neun GmbH |
Frankfurt (am Main) |
Director |
internal |
|
BA Business Center a.s. |
Bratislava |
SB-Member |
internal |
|
Kapas Center Kft. |
Budapest |
SB-Member |
internal |
|
UBM Realitätenentwicklung AG |
Vienna |
SB-Member |
external |
|
|
Bank Austria Creditanstalt Real Invest GmbH |
Vienna |
SB-Member |
external |
|
Bank Austria Creditanstalt Real Invest Immobilien-Kapitalanlage GmbH |
Vienna |
SB-Member |
external |
Bank Austria Creditanstalt Wohnbaubank AG |
Vienna |
Deputy of the SB-Chairman |
external |
|
WED Wiener Entwicklungsgesellschaft für den Donauraum Aktiengesellschaft |
Vienna |
Deputy of the SB-Chairman |
external |
|
Dr. Bruno Ettenauer Immobilienhandel KEG |
Vienna |
Partner with limited liability |
external |
|
Wolfhard Fromwald |
||||
CA Immobilien Anlagen Aktiengesellschaft |
Vienna |
MB-Member |
internal |
|
|
CA Immo International AG |
Vienna |
MB-Member |
internal |
|
CEE Hotel Development GmbH |
Vienna |
Director |
internal |
|
CA Immo Germany GmbH |
Vienna |
Director |
internal |
|
CA Immo - RI - Residential Property Holding GmbH |
Vienna |
Director |
internal |
|
CA Immo International Holding GmbH |
Vienna |
Director |
internal |
|
CA Immobilien Anlagen Beteiligungs GmbH |
Vienna |
Director |
internal |
|
Vivico AG |
Frankfurt (am Main) |
SB-Member |
internal |
|
Vivico Real Estate GmbH |
Frankfurt (am Main) |
Director |
internal |
|
BA Business Center a.s. |
Bratislava |
SB-Member |
internal |
|
Kapas Center Kft. |
Budapest |
SB-Member |
internal |
|
UBM Realitätenentwicklung AG |
Vienna |
SB-Member |
external |
Bernhard H. Hansen |
||||
CA Immobilien Anlagen Aktiengesellschaft |
Vienna |
MB-Member |
internal |
|
|
CA Immo International AG |
Vienna |
MB-Member |
internal |
|
Vivico Real Estate GmbH |
Frankfurt (am Main) |
Chairman of the Board of Directors |
internal |
|
Vivico AG |
Frankfurt (am Main) |
MB-Member |
internal |
|
omniCon Gesellschaft für innovatives Bauen |
Frankfurt (am Main) |
AB-Member |
internal |
|
Einkaufszentrum Erlenmatt AG |
Basel |
Chairman of the AB |
internal |
|
Initiative Corporate Governance |
Berlin |
Member |
external |
|
Eurohypo Aktiengesellschaft |
Eschborn |
Member of the German AB |
external |
|
Kulturkreis der deutschen Wirtschaft/Arbeitskreis Architektur |
Berlin |
Member |
external |
|
IREBS Immobilienakademie GmbH |
Eltville am Rhein |
AB-Member |
external |
|
ULI Germany |
Frankfurt (am Main) |
Chairman |
external |
|
Zentraler Immobilien Ausschuss (ZIA) |
Berlin |
Member of the Executive Committee |
external |
|
Bulwien Gesa AG |
Berlin |
SB-Member |
external |
Supervisory Board
Name | Name of the company / Partnership | Registered office | Position | Internal / external |
Helmut Bernkopf |
|
|
|
|
| CA Immobilien Anlagen Aktiengesellschaft | Vienna | Deputy of the SB-Chairman | internal |
| CA Immo International AG | Vienna | Chairman of the SB | internal |
| UniCredit Bank Austria AG | Vienna | MB-Member | external |
| Österreichische Kontrollbank Aktiengesellschaft | Vienna | SB-Member | external |
| Lenzing AG | Lenzing | SB-Member | external |
| BA Private Equity GmbH | Vienna | Chairman of the SB | external |
| Wien Mitte Immobilien GmbH | Vienna | Chairman of the SB | external |
| UniCredit Leasing SPA | Milan | Board of Directors | external |
| UniCredit CAIB AG | Vienna | Chairman of the SB | external |
Ernst Nonhoff |
| |||
| CA Immo International AG | Vienna | Deputy of the SB-Chairman | internal |
| Bank Sal. Oppenheim jr. & Cie. (Österreich) AG | Vienna | SB-Member | external |
| S&T System Integration & Technology Distribution AG | Vienna | SB-Member | external |
| NCN Consulting GmbH | Vienna | Associate | external |
Peter Hofbauer |
|
|
|
|
| CA Immo International AG | Vienna | SB-Member | internal |
| Universale International Realitäten GmbH | Vienna | Chairman of the SB | external |
| Bank für Tirol und Vorarlberg Aktiengesellschaft | Innsbruck | SB-Member | external |
| PayLife Bank GmbH | Vienna | Deputy of the SB-Cherman | external |
| Bank Austria Real Invest GmbH | Vienna | Deputy of the SB-Cherman | external |
| Bank Austria Real Invest Immobilien-Kapitalanlage GmbH | Vienna | Deputy of the SB-Cherman | external |
| Wietersdorfer Rohrbeteiligungs GmbH | Klagenfurt | SB-Member | external |
| Wieterdorfer-Industrie-Beteiligungs GmbH | Klagenfurt | SB-Member | external |
| AS UniCredit Bank | Latvia | Deputy of the SB-Cherman | external |
| Österreichische Kontrollbank Aktiengesellschaft | Vienna | SB-Member | external |
| AWT International Trade AG | Vienna | Chairman of the SB | external |
| UniCredit CAIB AG | Vienna | SB-Member | external |
| UniCredit Bank Hungary Zrt. |
| Deputy of the SB-Cherman | external |
| Private Joint Stock Company "Ferrotrade International" |
| SB-Member | external |
Reinhard Madlencnik |
|
|
|
|
| CA Immobilien Anlagen Aktiengesellschaft | Vienna | SB-Member | internal |
| CA Immo International AG | Vienna | SB-Member | internal |
| Bank Austria Wohnbaubank AG | Vienna | Chairman of the MB | external |
| Bank Austria Real Invest GmbH | Vienna | Chairman of the SB | external |
| Bank Austria Real Invest Immobilien-Kapitalanlage GmbH | Vienna | Chairman of the SB | external |
| Wien Mitte Immobilien GmbH | Vienna | SB-Member | external |
| CA Global Property Internationale Immobilien AG | Vienna | SB-Member | external |
| Universale International Realitäten GmbH | Vienna | SB-Member | external |
| Marina City Entwicklungs AG | Vienna | SB-Member | external |
| WED Viennaer Entwicklungsgesellschaft für den Donauraum Aktiengesellschaft | Vienna | Chairman of the SB | external |
| RE-St. Marx Holding GmbH | Vienna | Director | external |
| UniCredit Jelzálogbank Zrt | Budapest | SB-Member | external |
| Immobilien Rating GmbH | Vienna | AB-Member | external |
| UniCredit Turn-Around Management GmbH | Vienna | AB-Member | external |
Remuneration Report / Director's Dealings
The remuneration report sets out the principles for determining payments to the Management Board and the remuneration of the Supervisory Board; it explains the relevant amounts and structure and indicates the number of shares owned by the members of the Management and Supervisory Boards. The detailed remuneration report is included in the Corporate Governance Report.
According to the requirements of the Code, the purchase or sale of CA Immo International shares by members of the Management or Supervisory Board is to be disclosed under “Director’s Dealings”.
Extract of the companies’ register
Click here for the current extract from the companies' register
(as of July 2010, in German only):
Excerpt of commercial register (.pdf)
Binding announcements according to the Austrian Stock Exchange Act
According to Sec. 75a of the Austrian Stock Exchange Act [Börsegesetz – BörseG] issuers have to publish an „annual document“. This document has to comprise all information announced or otherwise made available to the public within the fiscal year in particular information based on applicable corporate and capital markets legislation. The following table contains a list of these documents as well as an indication on where the relevant information can be found.
Binding Announcements according to Art 75a of the Austrian Stock Exchange (2006) (.pdf)
Binding announcements according to Art 75a of the Austrian Stock Exchange (2007) (.pdf)
Binding Announcements according to Art 75a of the Austrian Stock Exchange (2008) (.pdf)
Binding announcements according to Art. 75a Austrian Stock Exchange Act (2009) (.pdf)
Summarised result of the evaluation of compliance with the Austrian Corporate Governance Code at CA Immo International
KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungs GmbH was mandated to evaluate the compliance with the Austrian Corporate Governance Code. The evaluation has been conducted on the basis of the questionnaire published by the Austrian Corporate Governance Working Group. In the course of the evaluation, no facts that are in conflict with the declaration made by the Management Board on compliance with the Austrian Corporate Governance Code discovered.
09-03-2010 |
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