Corporate governance report EVN AG is a listed stock corporation under Austrian law whose Deviations from C-Rules shares are traded on the Vienna Stock Exchange. Corporate gov- EVN does not fully comply with the following C-Rules of the ACGC: ernance is therefore based on Austrian law – in particular stock corporation and capital market laws, legal regulations govern- Rule 16: The Supervisory Board did not appoint a member of the ing co-determination by employees and the company by-laws – Executive Board to serve as chairman because the Executive Board as well as the Austrian Corporate Governance Code (ACGC, see consists of only two members in line with its assigned duties and www.corporate-governance.at – and the rules of procedure for the structure of the company. In cases where the Executive Board the company’s corporate bodies. consists of only two members, voting is based on the following rules: meetings must be announced in the approved manner and both Executive Board members must be present. Resolutions must be passed unanimously and abstention from voting is not permitted. If a unanimous decision is not reached, the Executive Board must Commitment to the Austrian review and vote again on the respective point of the agenda within Corporate Governance Code ten days. The Executive Board must report to the Supervisory Board if the second round of voting does not bring a unanimous decision. Introduction A spokesman is appointed for the Executive Board even when there The Executive Board and the Supervisory Board of EVN are com- are only two members, and the rules for the direction of the meet- mitted to the principles of good corporate governance and, in this ings and the representation also apply in this case. The Supervisory way, meet the expectations of national and international investors Board’s decision not to appoint a chairman for the Executive Board for responsible, transparent and sustainable management and applies for an indefinite period of time. control. In the 2014/15 financial year the January 2012 version of the ACGC was complied with in its entirety. On 1 October 2015, Rule 45: All members of the Supervisory Board, with one excep- EVN announced its commitment to comply with the ACGC in the tion, complied with the provision that prohibits them from assuming January 2015 version. functions on the boards of other enterprises which compete with EVN. The Supervisory Board member, elected by the Annual General The ACGC standards are divided into three categories. The legal Meeting, who does not meet this rule represents the interests of a requirements (L-Rules) are based on binding regulations which must specific shareholder of EVN AG. This deviation applies for the full be observed by all Austrian listed companies. The C-Rules (Comply term of office of the respective Supervisory Board member. or Explain) require public disclosure of the reasons in the event of non-compliance. EVN provides a detailed explanation of any devi- Rule 51: Based on an agreement between the Executive Board and ations from these rules online under www.evn.at/Corporate- Supervisory Board, the remuneration for the Supervisory Board is Governance-Report and provides an overview in the following disclosed in total as well as in percentages for the chairman, the two section of this report. The R-Rules represent recommendations and vice-chairmen and the other members. This presentation provides do not require the justification of deviations. adequate insight into the remuneration situation for the individual Supervisory Board members. The Executive Board and Supervisory Board formally declare that EVN complies with all C-Rules of the ACGC, with the exception of the following deviations and explanations. Furthermore, the com- pany only deviates from a limited number of R-Rules. 96 Corporate governance report — Corporate bodies Corporate bodies Executive Board Corporate governance Corporate Peter Layr Stefan Szyszkowitz Spokesman of the Executive Board Member of the Executive Board Born in 1953. Doctor of Technical Sciences. Joined EVN in 1978. Mem- Born in 1964. Master of Law, Master of Business Administration. ber of the EVN AG Executive Board since 1 October 1999. Appointed Joined EVN in 1993. Member of the EVN AG Executive Board since spokesman of the Executive Board in January 2011. His term of office 20 January 2011. Appointed to office from 20 January 2016 to expires on 30 September 2019. Peter Layr has executive responsibility 19 January 2021. Executive responsibility for the Energy Trade and for the Generation, Network Infrastructure Austria and Environmental Supply and Energy Supply South East Europe segments as well as Services segments as well as the following corporate functions: data the following corporate functions: controlling (incl. investor rela- processing, procurement and purchasing as well as internal auditing. tions), customer relations, finance, accounting, general secretary In accordance with the disclosure required by Rule 16 of the ACGC, he and corporate affairs, information and communications, human holds one supervisory board mandate in another domestic company resources as well as administration and construction. In accordance that is not included in the consolidated financial statements of the with the disclosure required by Rule 16 of the ACGC, he holds three EVN Group1). supervisory board mandates in other domestic companies that are 1) Verbund AG, member of the Supervisory Board not included in the consolidated financial statements of the Group1). 1) EVN-Pensionskasse Aktiengesellschaft, chairman of the Supervisory Board CEESEG Aktiengesellschaft, member of the Supervisory Board Wiener Börse AG, member of the Supervisory Board The remuneration of the active members of the Executive Board The following table provides detailed information on the remunera- totalled TEUR 987.9 in 2014/15 (including compensation in kind tion of the active members of the Executive Board in 2014/15: and contributions to pension funds). Remuneration of the active Executive Board members TEUR 2014/15 Fixed Variable Compensation remuneration remuneration in kind Peter Layr 380.5 91.3 11.3 Stefan Szyszkowitz 354.8 85.2 11.3 1) For Stefan Szyszkowitz, the pension fund contributions equalled TEUR 53.5. For more information on the remuneration of the Executive Board see the consolidated notes on page 210f. EVN Full Report 2014/15 97 Supervisory Board Members of the Supervisory Board Date of initial Independence Name (year of birth) appointment Function in listed companies and other important functions Rule 531) Shareholder representatives Member of the Supervisory Board of Flughafen Wien President and Chairman Aktien gesellschaft, Chairman of the Supervisory Board of Burkhard Hofer (1944) from 20.01.2011 HYPO NOE Gruppe Bank AG (up to 17.04.2015) no Stefan Schenker 1st Vice-Chairman (1946) from 12.12.1996 Independent forestry engineer and agriculturist no Willi Stiowicek Head of the Presidential Department of the Magistrate of 2nd Vice-Chairman (1956) from 15.01.2009 the Provincial Capital St. Pölten yes Chairman of the Executive Board of Norbert Griesmayr (1957) from 12.01.2001 VAV Versicherungs-Aktiengesellschaft yes Member of the Executive Board of Thomas Kusterer (1968) from 17.01.2013 EnBW Energie Baden-Württemberg AG yes Managing Director of the BENDA LUTZ-WERKE GmbH, Member of the management board of the Benda-Lutz Corporation, USA, Vice-President of the Lower Austrian Chamber of Commerce and of the Association of Österreichische Industrie, Dieter Lutz (1954) from 12.01.2006 Group Lower Austria yes Head of the Finance department, Provincial Government of Lower Austria, CEO of NÖ Holding GmbH and Reinhard Meißl (1959) from 12.01.2006 NÖ Landes-Beteiligungs holding GmbH yes Mayor of the statutory city Wiener Neustadt (up to 20.02.2015), Bernhard Müller (1973) from 12.01.2006 administrative civil servant yes Edwin Rambossek (1943) from 20.01.2011 Management consultant yes Authorised representative of Raiffeisenlandesbank Angela Stransky (1960) from 16.01.2014 Niederöster reich-Wien AG yes Employee representatives from 03.05.1994 Chairman of the Central Works Council of Netz Niederösterreich Franz Hemm (1955) unlimited term GmbH, Vice-President of the Lower Austrian Chamber of Labour from 01.04.2007 Ing. Paul Hofer (1960) unlimited term Chairman of the Central Works Council of EVN AG from 01.07.2013 Mag. Dr. Monika Fraißl (1973) unlimited term Central Works Council from 01.01.2001 Vice-chairman of the Central Works Council of Manfred Weinrichter (1961) unlimited term Netz Niederösterreich GmbH from 12.05.2005 Ing. Otto Mayer (1959) unlimited term Central Works Council The terms of office of all Supervisory Board members elected by the Annual General Meeting expire at the end of the Annual General Meeting that will vote on the release from liability for the 2014/15 financial year. The employee representatives are delegated by the respective Works Council for an unlimited term, but may be recalled by their Works Council at any time. 1) Rule 53 of the ACGC: independence of the company and the Executive Board A list of the Supervisory Board committees can be found on page 99f. 98 Corporate governance report — Corporate bodies Independence of the Supervisory Board of which includes at least three elected Supervisory Board members A member of the Supervisory Board is considered to be independent and the legally required number of employee representatives: when he/she has no business or personal relations with the com- pany or its management