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CORPORATE GOVERNANCE REPORT |
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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 in full the regulations and recommendations of the Code as amended in January 2009. 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 fully translates into practice all rules derived from mandatory statutory regulations ("L rules"). It complies with the majority of C rules of the CG Code. It varies in the following areas:
C rule No. 18: Depending on the size of the company, an internal auditing system must be established, either as a separate unit within the Management Board or outsourced to a suitable institution. At least once a year, a report about the auditing plan and major findings has to be submitted to the accounting committee.
Explanation/reason: CA Immo International still does not require the ‘internal auditing’ function on account of its clear corporate structure. Internal control and monitoring functions are part of the Group controlling area, and the results of these measures are regularly reported to the Management and Supervisory Boards. Auditing of specific areas in relation to an efficient internal controlling system is intermittently performed by an external auditor as part of an audit procedure. If the company continues to expand, a separate internal auditing unit will be established.
C Rule No. 45: Supervisory Board members are not allowed to hold executive positions in other enterprises that complete with the company.
Explanation/reason: A number of CA Immo International Supervisory Board members perform executive functions for similar companies within the sector. To avoid conflicts of interests, Supervisory Board members are obliged to report without delay any conflicts of interest, and especially those that may arise from consultancy or executive functions for a partner or competitor company; in such cases, they may be required to abstain from taking part in voting procedures.
A list of all mandates outside of CA Immo International held by Supervisory Board members is published here.
C Rule No. 53: The majority of members of the Supervisory Board elected by the General Meeting or delegated by shareholders in accordance with the articles of association shall include – in the opinion of the supervisory board – a sufficient number of members independent of the company and its management. A member of the supervisory board shall be deemed as independent if said member does not have any business or personal relations to the company or its management board that constitute a material conflict of interests and is therefore suited to influence the behaviour of the member. The supervisory board shall define on the basis of this general clause the criteria that constitute independence and shall publish them in the Corporate Governance report. The guidelines in Annex 1 shall serve as further orientation. According to the criteria defined, it shall be the responsibility of every member of the Supervisory Board to declare its independence vis-à-vis the supervisory board. The Corporate Governance report shall clearly explain which members are deemed independent according to this assessment.
Explanation/reason: Explanation/reason: The Supervisory Board of CA Immo International has defined appropriate criteria which are published in the Corporate Governance report. A number of CA Immo International Supervisory Board members perform executive functions for companies which are related to the business of CA Immo International and therefore could cause a potential conflict of interest.
Reinhard Madlencnik heads the real estate division at Bank Austria, and Regina Prehofer was a member of the Bank Austria Executive Board until mid-2008. Bank Austria is the CA Immo respectively CA Immo International Group’s principal banker.
Furthermore a number of CA Immo International Supervisory Board members perform executive functions for similar companies within the sector. Beside their function in CA Immo International Gerhard Nidetzky, Reinhard Madlencnik and Regina Prehofer are members of the Supervisory Board of the also listed parent company CA Immo. In addition to his mandate at CA Immo International, Alarich Fenyves serves as the Supervisory Board chairman for Warimpex Finanz- und Beteiligungs Aktiengesellschaft of Vienna.
There are no direct or consulting contracts and particularly cross holdings between CA Immo International and any member of the Supervisory Board.
To avoid conflicts of interest, each board member is obliged to disclose potential conflicts of interest particularly because of an advice or organ function among business partners or competitors without any delay. In such a case the member has to abstain in voting procedures.
Downloads
Compliance Statement.pdf (only in German)
Joint Declaration by the Managing Board and Supervisory Board.pdf (only in German)
Articles of Association
(as amended on 6 May 2008):
Articles of Association of CA Immo International Anlagen 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 [Anm: Verlinkung zum Remuneration Report] 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 | 20th September 2011 | Property management area (investment management, including financing and asset management) |
Wolfhard Fromwald | 19th June 2006 | 20th September 2011 | Finance and accounting, controlling, personnel and legal affairs, investor relations, corporate communications, IT and organisation |
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.
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 seven meetings during the year 2008 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). Of the four elected members of the Supervisory Board, nobody falls upon C-Rule 54 of the Austrian Corporate Governance Code.
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.
Participation in Supervisory Board and committee meetings
2008 seven meetings of the Supervisory Board and one meeting of the Audit Committee respectively the Investment Committee were held. The Remuneration and Nominating Committee did not hold any meetings in 2008. The following list shows the participation of members in Supervisory Board and committee meetings in business year 2008:
Name | Supervisory Board | Audit Committee | Investment Committee |
Regina Prehofer | 4 | 1 | - |
Gerhard Nidetzky | 7 | 1 | 1 |
Reinhard Madlencnik | 6 | - | 1 |
Ernst Nonhoff | 6 | 1 | - |
Alarich Fenyves | 7 | - | 1 |
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 one meeting in 2008. 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 held one meeting during the year under review.
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. Since the remuneration system for the Management Board was redefined in 2007 and remained in force until the end of the reporting year, this committee did not hold any meetings in 2008.
§ 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 54 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.
Payments to the Management Board
The employment contracts of individual Management Board members were redefined in business year 2007. Employment contracts are concluded exclusively with the parent company CA Immo. In line with these contracts, Management Board members are remunerated for the functions they perform at both CA Immo and CA Immo International. Remuneration for Management Board members comprises a fixed element and a (variable) performance-related element.
Fixed salaries
The level of fixed salaries depends on spheres of responsibility as determined in the schedule of responsibilities. Fixed salaries are paid in advance in 14 monthly payments. Fixed salaries charged to CA Immo International are settled in line with spheres of responsibility according to the following percentages: Gerhard Engelsberger 30%, Bruno Ettenauer 35% and Wolfhard Fromwald 35%.
Profit sharing
The variable element of remuneration as defined by the remuneration committee at the end of the business year is checked by the auditor and paid retrospectively. The assessment basis for the level of performance-related pay is the earnings before taxes (EBT) of the CA Immo Group. The EBT, which takes account of all key control parameters that may be influenced by the Management Board, is the preferred benchmark for the CA Immo Group in terms of detailed analysis and long-term comparisons. The variable remuneration is derived from a defined percentage of this assessment basis. Members of the Management Board are obliged to invest one third of the performance-related remuneration in shares in CA Immo International or CA Immo. The retention period for the shares is one year. The Supervisory Board may also award a performance bonus at its discretion. There is no stock option plan. The payout of variable remuneration is charged to CA Immo International pro rata the share of its EBT in the consolidated EBT.
Management Board’s costs 2008: –30 %
In 2008, Management Board’s cost (including fringe costs, payment in kind and pension funds) charged from CA Immo to CA Immo International amounted to € 741.9 K (€ 1,057.6 K in 2007). This represents a cost reduction of 30 %. Aside from the remuneration for Management Board positions with CA Immo/CA Immo International and the Supervisory Board mandate at UBM, no separate payment is made for accepting mandates in Group companies.
No performance-related remuneration for 2008
Due to the current business development no performance-related compensation payments for the 2008 fiscal year will arrive in 2009, resulting in further savings from the position of executive compensation by nearly 70 % for CA Immo International.
The following table shows the Management Board remuneration attributed to CA Immo International:
|
2008 |
2007 |
||||
In 1000 € |
Fix |
Variable1) |
Total |
Fix |
Variable1) |
Total |
Gerhard Engelsberger 2) |
20.9 |
- |
20.9 |
92.4 |
111.0 |
203.4 |
Bruno Ettenauer |
114.4 |
245.6 |
360.0 |
221.1 |
236.0 |
457.1 |
Wolfhard Fromwald |
115.4 |
245.6 |
361.0 |
161.1 |
236.0 |
397.1 |
Total |
250.7 |
491.2 |
741.9 |
474.6 |
583.0 |
1,057.6 |
1) Paid in 2008 for 2007/paid in 2007 for 2006
2) Gerhard Engelsberger stepped down from the Management Boards of CA Immo and CA Immo International at the end of January 2008.
Pension funds and severance payments
All members of the Management Board have pension fund settlements into which annually agreed contributions are paid by the parent company, CA immo. During the business year, a total of approximately € 56.5 K (around € 79.6 K in 2007) was paid in the form of contributions to pension funds (defined contribution plan) for Management Board members. The amount of a legal severance payment is determined by the amount of an overall salary as well as length of service, with the maximum payout equating to one full year’s salary; payment is forfeited in the event of the employee serving notice of termination. CA Immo and CA Immo International have no obligations extending beyond this. The proportion allotted to CA Immo International is charged together with the overall Management Board’s costs. No further payments were made to former Management Board members or their surviving dependents.
Supervisory Board remuneration
Remuneration for Supervisory Board is determined annually by the Ordinary General Meeting. Every member of the Board will receive, in addition to the reimbursement of cash expenses, a fixed annual payment of € 10 K; the chairwoman will receive double that amount, with the deputy chairman paid one and a half times the fixed fee. Members of committees are paid € 500 for each attendance at a committee meeting. Remuneration is aliquoted where a Supervisory Board member steps down during the year. Supervisory Board remuneration amounted to roughly € 59.5 K for 2007 (payment in 2008) and € 13.8 K for 2006 (payment in 2007). No other fees were paid to Supervisory Board members. No remuneration for services other than those described above (and in particular for consultancy and brokerage activities) was paid. No loans or advances were paid to members of either the Management Board or the Supervisory Board.
The following table shows the Supervisory Board remuneration for each single member:
In € |
2008 payments for 2007 |
2007 payments for 20061) |
Regina Prehofer, Chairwoman |
20,500.0 |
5,000.0 |
Gerhard Nidetzky, Deputy Chairman |
17,000.0 |
3,750.0 |
Alarich Fenyves |
11,000.0 |
2,500.0 |
Reinhard Madlencnik |
11,000.0 |
2,500.0 |
Ernst Nonhoff |
- |
- |
Total |
59,500.0 |
13,750.0 |
1) Aliquot for October to December 2006
Shareholdings
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”.
At the end of 2008, 2,000 shares were held by Management Board members (2,000 shares in the previous year). In addition, Gerhard Nidetzky acquired 400,000 shares in CA Immo International in his capacity as chief executive officer of Bohemia Privatstiftung of Vienna. No shares were owned by CA Immo International Supervisory Board members.
As part of its accumulation programme, the parent company CA Immo increased its stake in CA Immo International from 53.85 % to 61.74 % at year end. In 2008, the company acquired 3,427,360 shares in CA Immo International, bringing the total shareholding to 26,831,142 shares on the balance sheet date.
D&O - Insurance
At CA Immo Group level, D&Omanager liability insurance with coverage of € 10 m was taken out for the executive bodies of the parent company and subsidiaries. The insurance does not provide for any excess.
Extract of the companies’ register
Click here for the current extract from the companies' register
(as of January 2009, 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)
Summarised result of the evaluation of compliance with the Austrian Corporate Governance Code at CA Immo International
We have evaluated the compliance with the Austrian Corporate Governance Code by the Management and Supervisory Boards of CA Immo International AG, as stated in the public declaration of the Management Board. The Management and Supervisory Boards of the company are responsible for compliance with the individual rules and public reporting obligations. Our task is to report on the compliance with the rules on the basis of an evaluation.
We have conducted the evaluation in accordance with the regulations of the International Federation of Accountants (IFAC) concerning mandates to audit accounts (ISRE 2400). These principles require that the evaluation is planned and conducted in such as way that a reasonable evaluation accuracy can be achieved as to whether the declaration of the Management Board concerning compliance with the Corporate Governance Code is free from any major false statements. The evaluation essentially comprises interviewing the relevant persons responsible as well as a sample examination of compliance with the Austrian Corporate Governance Code. We have conducted the evaluation on the basis of the questionnaire published by the Austrian Corporate Governance Working Group.
In the course of our evaluation, we have not discovered any facts that are in conflict with the declaration made by the Management Board on compliance with the Austrian Corporate Governance Code.
Vienna, March 10, 2008
KPMG Austria GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft
Michael Schlenk Peter Ertl
Certified Accountant Certified Accountant
03-13-2010 |
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