Composition of the supervisory board

The Committee for Urgent Matters (Working Committee) decides on matters that require an approval of the Supervisory Board, but cannot be deferred to the next ordinary Supervisory Board meeting because of particular urgency.

Composition:

• Rudolf Ertl (Chair)
• Robert Lasshofer
• Martin Simhandl
  
  In case one of the members is not available, Gertrude Tumpel-Gugerell will additionally attend this meeting and in case of a further non-attendance, Martina Dobringer will attend this meeting.

The Audit Committee (Accounts Committee) is responsible for the duties assigned to it by law and is, in particular, responsible for the duties assigned in § 92 (4a)(4) of the Austrian Stock Corporation Act (AktG), § 123 (9) of the Austrian Insurance Supervision Act (VAG) and Regulation (EU) No. 537/2014, namely:

1. To monitor the accounting process and provide recommendations or suggestions to ensure its reliability;
2. To monitor the effectiveness of the Company’s internal control system and the internal audit function and risk management system;
3. Monitor the audit of the financial statements and consolidated financial statements taking into account findings and conclusions in reports published by the supervisory authority for financial statement auditors in accordance with § 4 (2)(12) of the Austrian Auditor Supervision Act (APAG);
4. Check and monitor the independence of the financial statement auditor (consolidated financial statement auditor), in particular with respect to the additional services provided for the audited company; Art. 5 of Regulation (EU) No. 537/2014 and § 271a (6) UGB apply;
5. To report the results of the financial statement audit to the Supervisory Board and explain how the financial statement audit has contributed to the reliability of the financial reports and the role of the Audit Committee in this;
6. To audit the annual financial statements and prepare their approval, examine the proposal for appropriation of profits, the management report, the solvency and financial condition report and corporate governance report, and present a report on the audit findings to the Supervisory Board;
7. Audit the consolidated financial statements and Group management report, the solvency and financial condition report at Group level and the corporate governance report at consolidated level, and report the results of the audit to the Supervisory Board;
8. To perform the procedure to elect the financial statement auditor (consolidated financial statement auditor) taking into account the appropriateness of the fees in accordance with Art. 4 of Regulation (EU) No. 537/2014 and the rotation periods in Art. 17 of Regulation (EU) No. 537/2014, and recommend appointment of a financial statement auditor (consolidated financial statement auditor) to the Supervisory Board in accordance with Art. 16 of Regulation (EU) No. 537/2014.

Furthermore, in a meeting (another meeting, in addition to the meeting required by law), the Audit Committee (Accounts Committee) specifies how the two-way communication between the (consolidated) financial statements auditor and the Audit Committee (Accounts Committee) has to take place, while making provision for exchanges to take place between the Audit Committee (Accounts Committee) and the (consolidated) financial statements auditor without the presence of the Managing Board.

Members of the Audit Committee are experienced financial experts with knowledge and practical experience in finance, accounting and reporting that satisfy the requirements of the Company.

Composition:

• Gertrude Tumpel-Gugerell (Chair)
• Martina Dobringer (Deputy Chair)
• Rudolf Ertl
• András Kozma
• Robert Lasshofer
• Peter Mihók
• Martin Simhandl
• Katarína Slezáková 
• Ágnes Svoób 

In case one of the members is not available, Hana Machačová will additionally attend this meeting
and in case of a further non-attendance, Vratislav Kulhánek will attend this meeting. In case Gertrude Tumpel-Gugerell is not available, Martina Dobringer will take position as chairwoman.

The Committee for Managing Board Matters (Personnel Committee) deals with personnel matters of the Managing Board. The Committee for Managing Board Matters therefore decides on terms of employment contracts with members of the Managing Board and their compensation, and examines remuneration policies at regular intervals.

Composition:

• Rudolf Ertl (Chair)
• Robert Lasshofer
• Martin Simhandl

The Strategy Committee cooperates with the Managing Board and, when appropriate, with experts that it consults, to prepare fundamental decisions that must then be decided on by the Supervisory Board as a whole.

Composition:

• Rudolf Ertl (Chair)
• Robert Lasshofer
• Peter Mihók
• András Kozma
• Martin Simhandl
  
  In case one of the members is not available, Gertrude Tumpel-Gugerell will additionally attend this meeting and in case of a further non-attendance, Martina Dobringer will attend this meeting.

The Nomination Committee submits proposals to the Supervisory Board to fill positions that become available on the Managing Board and handles issues regarding successor planning.

Composition:

• Peter Thirring (Chair)
• Martina Dobringer
• Rudolf Ertl
• Robert Lasshofer
• Peter Mihók
• Martin Simhandl
• Gertrude Tumpel-Gugerell