Corporate Governance

The Austrian Code of Corporate Governance established a regulatory framework for the management and monitoring of Austrian stock corporations. In addition to containing customary international standards and the relevant regulations of the Austrian Stock Corporation, Stock Exchange and Capital Markets Acts, it is based on the recommendations of the European Union (EU) regarding the tasks of supervisory board members, the remuneration of directors and the principles set out in the OECD Guidelines on Corporate Governance.

The Code serves to bring about responsible management and supervision of individual entities and corporate groups, with the goal of creating sustainable added value in the long term. It aims to achieve a high level of transparency for all company stakeholders.

The Austrian Code of Corporate Governance, as amended, becomes valid when companies voluntarily undertake to comply with its principles. The version of the Code of Corporate Governance applicable to the year 2021 was published in January 2021 and can be downloaded from www.corporate-governance.at.

As an international, listed company, the Semperit Group undertakes of its own volition to comply with the Austrian Code of Corporate Governance and intends to comply with the Code in future or justify any deviations from it. Semperit AG Holding complies with all legally binding L-Rules (“legal requirements”). Unless otherwise stated, the relevant governing bodies and the company comply with the C-Rules (“comply or explain”). Explanation of C-Rule 64: Semperit does not possess any current shareholder identification for the reporting period, with the result that it cannot classify the shareholder structure by geographic origin and type of investor. 

Version: March 2022

• Dr Stefan Fida (Deputy Chairman / interim Chairman as of 27th of December 2022)

• Stephan Büttner

• Dr Klaus F. Erkes 

• Claus Möhlenkamp

• Birgit Noggler

• Dr Astrid Skala-Kuhmann

• Herbert Ofner

• Monika Schartner

• Michael Schwiegelhofer

• Markus Stocker

Proprietary transactions by members of the Executive Board or the Supervisory Board in the company’s shares or debt instruments, or related derivatives and/or financial instruments, are published in accordance with Article 19 of the Market Abuse Regulation:
http://issuerinfo.oekb.at/startpage.html

Information on directors’ dealings prior to 3 July 2016 is available here:
https://www.fma.gv.at/en/capital-markets/disclosure-requirements/directorsdealings

Pursuant to C-Rule 62 of the Austrian Code of Corporate Governance, the Semperit Group commissioned an external organisation to evaluate compliance with the Code’s provisions and the accuracy of the associated public reporting for the financial year 2019. This evaluation was carried out by Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. It did not identify any facts that would contradict the Undertaking of the Executive Board and the Supervisory Board published in the 2019 Corporate Governance Report as to compliance with the C-Rules of the Austrian Code of Corporate Governance. In the financial year 2021 no external evaluation has been performed.