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Corporate Governance Report 2020

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Corporate Governance Report 2020 Corporate ReportGovernance 2020 The Austrian Code of Corporate Governance (ACCG) The Corporate Bodies of provides stock companies in Austria with a framework for corporate management and control. This framework Lenzing AG includes internationally recognized standards for good The division of responsibilities among the members of corporate governance as well as the regulations of Aus- Lenzing’s Managing Board during the 2020 financial trian stock corporation law significant in this context. year was as follows: The goal of the code is to ensure the responsible man- agement and control of companies and corporate groups based on the sustainable and long-term creation Managing Board of value. It is intended to create a high degree of trans- parency for all of the company’s stakeholders. Stefan Doboczky (born 1967) Chairman of the Managing Board, Chief Executive Officer First appointed: June 01, 2015 Declaration of Current term of office ends: December 31, 2022 Commitment Responsibilities: Corporate Strategy, Corporate Hu- Lenzing AG respects the ACCG and, for the first time man Resources, Corporate Communications, Sustain- in 2010, committed itself to compliance with the doc- ability, Corporate Legal Affairs, Investor Relations & umented provisions. The Supervisory Board also unan- Capital Markets, Research & Development, Digital In- imously resolved to fully adhere to the ACCG. The cur- novation, Corporate Office rent version of the code (January 2021) is available on the Internet under https://www.corporate-governance. Supervisory board functions in other companies: at. In accordance with L-Rule 60 of the ACCG, Lenzing OMV AG is required to prepare and publish a Corporate Gov- ernance Report. The Corporate Governance Report of Management and monitoring functions in major Lenzing AG also represents the consolidated Corporate subsidiaries: none Governance Report for the Lenzing Group. This Corporate Governance Report is published on the Thomas Obendrauf (born 1970) website of Lenzing AG in accordance with C-Rule 61 Member of the Managing Board, of the ACCG (https://www.lenzing.com/investors/ Chief Financial Officer corporate-governance). First appointed: March 01, 2016 Current term of office ends: June 30, 2022 Responsibilities: Finance Fibers, Finance Pulp, Cor- porate Controlling, Information Technology, Corporate Accounting, Shared Service, Project T3, Business Pro- cesses, Treasury, Corporate Audit & Risk Management Supervisory board functions in other companies: none Management and monitoring functions in major subsidiaries: none 1 Annual Report 2020 Lenzing Group Report 2020 Robert van de Kerkhof (born 1964) Christian Skilich (1968) Member of the Managing Board, Fibers Member of the Managing Board, Pulp & Wood First appointed: May 01, 2014 First appointed: June 01, 2020 Current term of office ends: December 31, 2023 Current term of office ends: May 31, 2023 Responsibilities: Textiles BM, Nonwovens BM, BU No- Responsibilities: Operations & Technology Pulp, Pur- ble Fibers, Marketing & Branding, Sales Admin, Demand chasing Wood, Commercial Affairs Pulp, Commercial Planning, Product Stewardship, Trade Marketing & Dis- Affairs Co-Products, Project Amadeus, Site LDC, Glob- tribution al Logistics, Site Lenzing Supervisory board functions in other companies: Supervisory board functions in other companies: none Labewood s.r.o. (since January 01, 2021) Management and monitoring functions in major Management and monitoring functions in major subsidiaries: Lenzing Fibers Holding GmbH subsidiaries: Biocel Paskov a.s. The Managing Board directs the business operations Stephan Helmut Sielaff (born 1966) of Lenzing AG in accordance with the applicable legal Member of the Managing Board, Fibers regulations, the Articles of Association and the internal First appointed: March 01, 2020 rules of procedure for the Managing Board. The distri- Current term of office ends: February 28, 2023 bution of responsibilities among the individual members of the Managing Board is based on the organizational Responsibilities: Operations Lyocell Standard, Oper- plan specified in the internal rules of procedure, which ations Lyocell Specialties, Operations Viscose/Modal, also regulates the cooperation between the Managing Global QESH, Global Engineering, Global Purchasing, Board members. Furthermore, the Managing Board is Fiber Supply Planning, P.I.T. (Performance Improvement required to comply in full with the rules stated in the Team), Lenzing Technik Austrian Code of Corporate Governance. Supervisory board functions in other companies: none Management and monitoring functions in major subsidiaries: Lenzing (Nanjing) Fibers Co., Ltd. 2 Annual Report 2020 Lenzing Group Corporate ReportGovernance 2020 Supervisory Board Christian Bruch (born 1970) First appointed: April 17, 2019 Composition Current term of office ends at the Annual General Peter Edelmann (born 1959) Meeting, which will pass resolutions on the 2022 finan- First appointed: April 12, 2018 cial year. Since April 17, 2019: Chairman Supervisory board functions in other companies: Current term of office ends at the Annual General none Meeting, which will pass resolutions on the 2020 finan- cial year. Stefan Fida (born 1979) Supervisory board functions in other companies: First appointed: April 17, 2019 AMAG Austria Metall AG, Orcan Energy AG Current term of office ends at the Annual General Meeting, which will pass resolutions on the 2020 finan- Veit Sorger (born 1942) cial year. First appointed: June 04, 2004 Since March 29, 2011: Deputy Chairman Supervisory board functions in other companies: Semperit AG Holding Current term of office ends at the Annual General Meeting, which will pass resolutions on the 2020 finan- cial year. Franz Gasselsberger (born 1959) First appointed: April 24, 2013 Supervisory board functions in other companies: Mondi AG, Binder+Co AG, GrECo International Holding Current term of office ends at the Annual General AG Meeting, which will pass resolutions on the 2022 finan- cial year. Helmut Bernkopf (born 1967) Supervisory board functions in other companies: First appointed: April 23, 2009 Bank für Tirol und Vorarlberg Aktiengesellschaft, BKS Bank AG, voestalpine AG Current term of office ends at the Annual General Meeting, which will pass resolutions on the 2022 finan- cial year. Patrick Prügger (born 1975) First appointed: March 29, 2011 Supervisory board functions in other companies: Oesterreichische Entwicklungsbank AG, OeKB CSD Current term of office ends at the Annual General GmbH, Acredia Versicherung AG, OeKB EH Beteiligu- Meeting, which will pass resolutions on the 2021 finan- ngs- und Management AG, Österreichische Hotel- und cial year. Tourismusbank GmbH Supervisory board functions in other companies: AMAG Austria Metall AG 3 Annual Report 2020 Lenzing Group Report 2020 Astrid Skala-Kuhmann (born 1953) Supervisory Board members First appointed: April 19, 2012 delegated by the Works Current term of office ends at the Annual General Council: Meeting, which will pass resolutions on the 2021 finan- cial year. Helmut Kirchmair (born 1968) First appointed: 2015 Supervisory board functions in other companies: Semperit AG Holding, B&C Industrieholding GmbH Georg Liftinger (born 1961) First appointed: 2008 Melody Harris-Jensbach, (born 1961) First appointed: June 18, 2020 Daniela Födinger (born 1964) Current term of office ends at the Annual General First appointed: 2014 Meeting, which will pass resolutions on the 2023 finan- cial year. Johann Schernberger (born 1964) Supervisory board functions in other companies: First appointed: 2001 none Herbert Brauneis (born 1987) Felix Fremerey (born 1961) First appointed: 2018 First appointed: April 12, 2018 Felix Fremerey resigned from the Supervisory Board at his own request at the end of the Annual General Meet- ing on June 18, 2020. 4 Annual Report 2020 Lenzing Group Corporate ReportGovernance 2020 Independence Audit Committee (C-Rules 53 and 54 ACCG) The Audit Committee carries out the responsibilities defined by Section 92 Para. 4a of the Austrian Stock The Supervisory Board has adopted the guidelines for Corporation Act. Accordingly, it is responsible, above the independence of its members pursuant to Appendix all, for monitoring the accounting process and making 1 of the ACCG. recommendations or suggestions to ensure its reli- ability. This committee also oversees the effectiveness Thereafter, all members of the Supervisory Board have of the internal control system, internal audit and risk declared themselves to be independent of the company management. It supervises the audit of the annual and and the Managing Board. consolidated financial statements, examines and moni- tors the independence of the auditor and approves and In accordance with C-Rule 54 of the ACCG, the Super- controls non-audit services. The Audit Committee also visory Board members Veit Sorger, Helmut Bernkopf, examines the annual financial statements and prepares Christian Bruch, Franz Gasselsberger and Melody Har- their approval by the full Supervisory Board, evaluates ris-Jensbach declared that they were neither sharehold- the Managing Board’s proposal for the distribution of ers with a stake of more than 10 percent in the company profits, the Management Report and the Corporate nor did they represent the interests of such shareholders Governance Report. The Chairman of the Audit Com- during the 2020 financial year. mittee defines the reciprocal communication between the auditor and the Audit Committee (C-Rule 81a of the ACCG). The committee is required
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