Criteria of the independence of members of the Supervisory Board
In compliance with Rule C 53 of the Austrian Code of Corporate Governance (ÖCGK), the Supervisory Board defined guideline criteria to ensure its members’ independence in conformity with the provisions of the Code.
- A Supervisory Board member shall be considered independent if he or she has not served as a member of the Management Board or as a member of the management-level staff of the Company or one of its subsidiaries in the past three years.
- A previous Management Board membership shall not be deemed to qualify a person as not independent in particular if, subject to the provision that all circumstances within the meaning of Article 87(2) of the Stock Exchange Act (AktG) apply, there is no doubt as to the independent exercise of the mandate.
- The Supervisory Board member shall not maintain or have maintained, in the past year, any business relations with the Company or one of its subsidiaries to an extent of significance for such member of the Supervisory Board. This shall also apply to relationships with companies in which the Supervisory Board member has a considerable economic interest. The approval of individual business transactions by the Supervisory Board in accordance with L Rule 48 shall not automatically qualify a person as not independent. The conclusion or existence of agreements with the Company that are customary in banking shall not be deemed to prejudice the Supervisory Board member’s independence.
- The Supervisory Board member shall not have acted as auditor of the Company or have owned a share in the auditing company or worked there as an employee in the past three years.
- The Supervisory Board member shall not be a member of the management board of another company in which a member of the Management Board of the Company is a supervisory board member unless the two companies are part of the same group or are associated with one another through a shareholding.
- The Supervisory Board member shall not be closely related (direct offspring, spouses, life partners, parents, uncles, aunts, sisters, nieces, nephews) with a member of the Management Board or with persons who hold one of the positions described in the foregoing items.
Independence criteria in accordance with Section 28a article 5b BWG
A member of the supervisory board or the other supervisory body responsible under law or statutes is not considered independent if:
- in the last five years, managing director of the relevant credit institution or a credit institution within the group in accordance with paragraph 5 no. 5 lit. a sublit. aa, to which the credit institution in question belongs, was;
- is a controlling shareholder in accordance with Article 22 paragraph 1 of Directive 2013/34/EU or a representative of its interests, even if the controlling shareholder is the Republic of Austria or a domestic corporation under public law;
- has a significant financial or business relationship with the credit institution in question;
- is an employee of the controlling shareholder in accordance with Z 2 or has another significant business relationship with the controlling shareholder in accordance with Z 2;
- an employee of the relevant credit institution or a company within the group in accordance with paragraph 5 Z 5 lit. a sublit. aa, to which the relevant credit institution belongs, unless
a) the member is not part of the higher management in accordance with section 2 Z 1b of the relevant credit institution and
b) the member was appointed to the supervisory board in accordance with section 110 of the ArbVG;
- in the last three years, part of the higher management in accordance with section 2 Z 1b within the relevant credit institution or a company within the group in accordance with Paragraph 5 Z 5 lit. a sublit. aa, to which the credit institution in question belongs, was;
- in the last three years, bank auditor of the relevant credit institution or another company within the group in accordance with Paragraph 5 Z 5 lit. a sublit. aa, to which the credit institution in question belongs, was, or signed the auditor's report, or served in an advisory capacity of a significant extent for the credit institution in question or another company within the group in accordance with paragraph 5 no. 5 lit. a sublit. aa, to which the credit institution in question belongs, was active;
- in the last year, a key contractual partner of the relevant credit institution or a company within the group in accordance with paragraph 5 line 5 lit. a sublit. aa, to which the relevant credit institution belongs, was or has had a significant business relationship with this significant contractual partner in the last year;
- in addition to his remuneration for his function as a member of the supervisory board of the credit institution or from the financial or business relationship in accordance with No. 3, further payments of a significant amount or other significant benefits from the credit institution or a company within the group in accordance with paragraph 5 No. 5 lit. a sublit. aa receives;
- was the managing director or member of the supervisory board of the credit institution in question for a period of at least 12 consecutive years;
- is a close family member in accordance with section 28 paragraph 1 Item 5 of a manager of the relevant credit institution or a person listed under Items 1 to 8.