Corporate Governance at IMMOFINANZ

Corporate management and control

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. 

Supervisory Board of IMMOFINANZ AG

 
Commitment to the Austrian Corporate Governance Code

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. 

Articles of Association

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.

Download the documents below for more information:

Supervisory Board Qualification Matrix

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 for the Coporate Governance Report 2020.

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 process is shown in the diagram below:

Selection process

 

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.

 

Qualification matrix

 

All Supervisory Board members have extensive expertise in environmental, social and governance (ESG) issues. Bettina Breiteneder, a real estate development and management specialist, places high priority on sustainability, energy efficiency and the use of high-quality materials in the construction projects developed by her family-owned corporate group. Christian Böhm, as chairman of the management board of APK Pensionskasse, heads a major institutional investor whose investment decisions are taken with a clear focus on the environment, society and corporate governance. In this connection, APK has committed to follow a “responsible engagement approach”. Mr. Böhm is also a member of the management board of the European branch association PensionsEurope and, in this function, has dealt with the recommendations of the EU Commission on sustainable investments. Sven Bienert is, among others, the head of the Center of Excellence for Sustainability in the Real Estate Industry at the University of Regensburg and a member of the DAW SE advisory board. He is a member of the management board of various branch associations associated with sustainability/ESG, for example the Institute for Corporate Governance of the German Real Estate Industry (ICG), and committees like the advisory board of the German Sustainable Building Council (DGNB e. V.) as well as a representative of the ZIA sustainability advisory board. He often directs research projects that are focused on ESG/sustainability/climate risks, e.g. www.crrem.eu. Nick van Ommen has dealt regularly with sustainability issues during his many years on the supervisory boards of real estate companies and insurance firms. In the past, he also served as CEO of the branch association EPRA, which is committed to sustainability and acts as a standard setter. Philipp Obermair, who was delegated by the Works’ Council, represents the real estate management branch as the chief negotiator for collective bargaining negotiations in Austria.

Remuneration Policy and Remuneration Report

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.

Click here to see the remuneration of the Executive Board and Supervisory Board for the 2019 financial year: Corporate Governance Report 2019 

Directors' Dealings

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:

Directors' Dealings 2020

Responsible Business Practices

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.

Code of Conduct for Lobbying Activities

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. 

Risk Management

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.

Click here to see detailed information in our Risk Report: Risk Report 2020 

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Management

Click here for all information on the top managers on the IMMOFINANZ Executive Board.
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