We pursue responsible business activities that are designed to create and maintain sustainable, long-term value. In line with this orientation, the company strives to achieve a high degree of transparency for all stakeholders.
The Austrian Corporate Governance Code provides Austrian stock companies with a framework for corporate management and monitoring. Our Executive Board and Supervisory Board are committed to compliance with the code, in the currently applicable version, and to the related transparency and principles of good management.
The code (version of January 2021) is published below and on the website of the Austrian Working Group for Corporate Governance.
IMMOFINANZ’s compliance with the provisions of the Austrian Corporate Governance Code was evaluated by the auditor, Deloitte Audit Wirtschaftsprüfung GmbH, within the framework of a separate audit of the corporate governance report (pursuant to KFS/PG 13). The related auditor’s report is available for review below. The evaluation of the corporate governance report for 2020 did not result in any objections.
For IMMOFINANZ AG, the articles of association represent the essential foundation and create a legally binding framework for the company and its executive bodies. They provide information on the business purpose, share capital and share as well as rules for the executive bodies (Executive Board and Supervisory Board). Issues like the annual general meeting, the annual financial statements and the distribution of profit are also addressed.
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Based on IMMOFINANZ’s strategic positioning as a leading provider of commercial property solutions in its core markets and the goal to generate further value-creating growth through acquisitions and internal project development, the criteria and areas which require experience for the successful work and goal attainment of the Supervisory Board were evaluated. The expertise of the Supervisory Board members (shareholder representatives) was evaluated and aggregated in a qualification matrix.
In order to achieve the best possible replacement in the Supervisory Board, the Supervisory Board of IMMOFINANZ AG has carried out a selection process on the basis of a qualification matrix. The established selection process for future candidates is shown in the diagram below:
For the nomination and selection of members of the Supervisory Board, potential candidates are asked about their experience in relation to environmental, economic and social issues. This experience is then taken into account as part of the selection process.
With the appointment of the candidates nominated by the Supervisory Board at the 28th Annual General Meeting, the Supervisory Board currently comprises the following capital representatives:
The capital representatives on the Supervisory Board now have full gender diversity, with equal numbers of women and men, and thus one of the best diversity ratios among all listed companies in the Austrian ATX.
For IMMOFINANZ AG, as a listed company, the Supervisory Board has drawn up principles for the remuneration of the members of the Executive Board and Supervisory Board in the Remuneration Policy 2020. This document meets the disclosure requirements resulting from the amendments to the Austrian Stock Corporation Act (“Aktiengesetz“) within the framework of the Austrian Stock Corporation Amendment Act (“Aktienrechts-Änderungsgesetzes”) and also follows the recommendations of the Austrian Corporate Governance Code. The internal requirements of IMMOFINANZ AG which result from the Articles of Association and the Rules of Procedure are also reflected in the Remuneration Policy.
The Remuneration Policy was initially presented to and approved by the annual general meeting in October 2020. Subsequent presentations will be made every fourth financial year and/or in the event of material changes.
Information on the Remuneration Policy for the Executive Board and Supervisory Board is provided in the following documents:
The Remuneration Report provides an annual overview of the remuneration granted to the members of the Executive Board and Supervisory Board during the past financial year within the framework of the respective Remuneration Policy. The first Remuneration Report will be presented to the annual general meeting for approval in 2021.
The members of the Executive Board and Supervisory Board of IMMOFINANZ AG as well as all closely related persons must report their transactions in IMMOFINANZ financial instruments not only to IMMOFINANZ but also to the Austrian Financial Market Authority (“Finanzmarktaufsicht”, FMA). IMMOFINANZ meets the requirement to report these directors’ dealings, meaning the transactions carried out by these managers, through publication on its website. For further information see the Directors’ Dealings below:
IMMOFINANZ is committed to business practices which are based on integrity, honesty, fairness, transparency and responsibility. Mutual trust as a fundamental understanding creates the foundation for constructive cooperation throughout the company and with business partners. All activities in the areas of compliance and the fight against corruption, sustainable procurement and human rights are carried out in line with these principles.
The Executive Board has issued numerous corporate guidelines for these areas which cover all IMMOFINANZ employees and group companies: The Corporate Code serves as the basis for all entrepreneurial activities and internal decisions and includes, in particular, clear guidelines for the respect of basic rights, integrity and fairness, a ban on discrimination and rules for relations with competitors, customers and professional associations.
The Anti-Corruption Guideline summarises the behavioural principles and requirements for dealing with corruption in accordance with the respective UN agreement.
The dialogue with political and social decision-makers represents an integral part of our management activities and is a legitimate element of democratic systems. Our Code of Conduct for Lobbying Activities defines six principles in accordance with the Austrian Lobbying and Interest Group Transparency Act (“Lobbying- und Interessenvertretungs-Transparenz-Gesetz”) which govern our contacts with these decision-makers. This Code of Conduct applies to all corporate bodies and employees of IMMOFINANZ AG.
IMMOFINANZ has anchored the handling of risks in a group-wide risk management system. This system is integrated in operating procedures and reporting paths and, in this way, has an influence on processes and strategic decisions. It applies to all levels and includes internal guidelines, reporting systems and the internal control system (ICS) which is reviewed by internal audit.
The Executive Board as a whole is responsible for managing risk throughout the IMMOFINANZ Group and defines the business objectives as well as the related risk strategy.
IMMOFINANZ's risk strategy provides instructions for managing the risks and opportunities arising from the corporate strategy on which it is based. Responsible management of these risks and opportunities in business operations is a top priority.
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