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CORPORATE GOVERNANCE |
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1. Legal Requirements | These rules refer to mandatory legal requirements |
2. Comply or explain | These rules should be followed and deviations must be explained with the reasons stated in order to be in compliance with the Governance Code. |
3. Recommendations | These rules only constitute recommendations; non-compliance with such rules requires neither disclosure nor explanation. |
Commitment to observing the provisions of the Austrian Corporate Governance Code
The Management Board and Supervisory Board of CA Immo are committed to the regulations of the Austrian Corporate Governance Code and thus to transparency and uniform principles of good corporate management. CA Immo has implemented almost in full the regulations and recommendations of the Code. Once a year an evaluation to determine compliance with the Code was carried out by KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH, and duly confirmed the validity of public statements concerning compliance with the Code. The active implementation of compliance guidelines by all executive bodies and employees of CA Immo also prevents insider abuse. Observance of the guidelines, and other rules of conduct, is monitored by the responsible compliance officer at CA Immo. This demonstrates the determination of the Management Board to uphold the interests of all stakeholders by ensuring equal treatment for all shareholders and avoiding conflicts of interest.
CA Immo complies fully with all recommendatory rules and with most C Rules in the CG Code. Deviation is confirmed in the following areas:
C Rule 2: Shares are issued in accordance with the ‘one share one vote’ principle.
Explanation/reason: CA Immo has issued 87.3 million ordinary shares in accordance with the ‘one share one vote’ principle. Around 90 % of shares are in free float; UniCredit Bank Austria holds the remaining 10 %, including four registered shares which entitle the bank to nominate one Supervisory Board member for each share. To date, this right has not been exercised; all Supervisory Board members have been elected by the Ordinary General Meeting. There are no preference shares or restrictions on ordinary shares of the company. The Austrian Takeovers Act ensures that all CA Immo shareholders would receive the same price for their shares in the event of a takeover bid (mandatory offer). The shareholders alone would decide whether to accept or reject any such bid.
C Rule 45: Supervisory Board members are prohibited from taking up executive positions with competitor companies.
Explanation/reason: Although a number of CA Immo Supervisory Board members hold executive positions with similar companies within the sector, each of them is obliged to declare without delay any consultancy or executive functions performed for a competitor organisation or business partner. Stringent standards are applied when determining the existence of a conflict of interests; in the event of a contradiction of interests arising, the member in question shall be required to abstain from taking part in voting procedures. The following Supervisory Board members hold executive positions with similar companies: alongside their functions at CA Immo, Helmut Bernkopf and Reinhard Madlencnik serve on the Supervisory Board of the subsidiary CA Immo International (also a listed company). Furthermore, in connection with their functions at UniCredit Bank Austria AG, Helmut Bernkopf and Reinhard Madlencnik hold supervisory board mandates in a number of subsidiaries of the Bank involved in similar business areas (real estate and development projects). Detlef Bierbaum chairs the Supervisory Board at German company IVG Immobilien AG.
C Rule 53: The majority of Supervisory Board members elected by the Ordinary General Meeting or appointed by shareholders on the basis of the Articles of Association are independent of the company and its Management Board. A Supervisory Board member shall be deemed to be independent where he or she has no business or personal relationship with the company or its Management Board which could cause a material conflict of interests and thus influence the conduct of that member. On the basis of this general provision, the Supervisory Board defines the criteria for independence and publishes these in the corporate governance report. The guidelines on independence as shown in the first notes section provide additional information. According to the defined criteria, all Supervisory Board members are personally responsible for declaring their own independence or otherwise to the Board. Supervisory Board members who meet the criteria must be named in the corporate governance report.
Explanation/reason: In compliance with the Corporate Governance Code, the Supervisory Board has defined criteria for evaluating its independence. According to these criteria, a Board member shall be deemed to be independent where he or she has no business or personal relationship with CA Immo or its Management Board which could cause a material conflict of interests and thus influence the conduct of that member. The guidelines on independence compiled by the Supervisory Board are published in full on the company’s website, along with a list of all mandates outside of CA Immo held by Board members. All members of the Supervisory Board have declared their independence in line with these criteria. In addition, three members of the Supervisory Board (Wolfgang Ruttenstorfer, Detlef Bierbaum, Regina Prehofer) meet the criteria under C Rule 54 in that they do not represent the interests of any shareholder with a holding in excess of 10 % (UniCredit Bank Austria AG). Some Board members perform functions in related companies or organisations that could potentially lead to conflicts of interests: as an executive board member at UniCredit Bank Austria AG, Helmut Bernkopf is responsible for corporate clients business as well as the Investment Banking area; Reinhard Madlencnik heads the Real Estate division at UniCredit Bank Austria AG. UniCredit Bank Austria AG/UniCredit Group is the principal bank of the CA Immo Group as well as the company’s largest shareholder with a stake of 10 %. The company performs most of its payment and loan financing transactions and makes most of its financial investments with this bank. CA Immobilien Anlagen AG issued a corporate bond in October 2009, followed by a convertible bond in November 2009. UniCredit CAIB AG supported the corporate bond as lead manager, and Deutsche Bank acted as joint bookrunner for the convertible bond. UniCredit Bank Austria AG/UniCredit Group also holds four registered shares, each of which entitle the bank to nominate one Supervisory Board member (see the explanation for C Rule 2). Reference is hereby made to the remarks concerning C Rule 45 (executive functions performed for competitor organisations).
Bruno Ettenauer Wolfhard Fromwald Bernhard H. Hansen
Downloads
Compliance Statement (.pdf) (only in German)
Joint Declaration by the Managing Board and Supervisory Board (.pdf) (only in German)
Declaration by the Managing Board (.pdf) (only in German)
Corporate Governance Report
According to Article 243b of the Austrian Commercial Code (UGB), publicly owned companies are obliged to compile a corporate governance report on an annual basis. Here you will find the detailed report of CA Immo: Corporate Governance Report (.pdf)
Articles of Association
Here you will find the Articles of Association as amended on 12 May 2010:
Articles of Association of CA Immobilien Anlagen AG (.pdf)
Report by the Management Board
Here you will find the Report by the Management Board of CA Immobilien Anlagen Aktiengesellschaft on the resolution passed by the 21st Ordinary General Meeting of 13th May 2008 in compliance with article 153 subsection 4 in conjunction with article 174 subsection 4 of the Austrian Stock Corporation Act:
Report by the Management Board (.pdf)
Corporate Management / Duty to report
General
The Company has a two-tier management and oversight structure, consisting of the Supervisory Board (Aufsichtsrat) and the Management Board (Vorstand). The Supervisory Board elects the members of the Management Board for a maximum period of five years. However, the Supervisory Board may call for the resignation of Management Board members prematurely for material reasons (e.g., violation of duties and a vote of no confidence by the general meeting).
The Management Board is solely responsible for managing the Company and is not bound by instructions from the annual general shareholders’ meeting or from the Supervisory Board. Certain transactions specified by law require the prior approval of the Supervisory Board and the Articles of Association or the internal rules of procedure may require the approval of the Supervisory Board for certain actions of the Management Board. The Management Board may present, or, in the case of transactions subject to approval, the Supervisory Board may present motions for approval to the general shareholders’ meeting, which is usually only taken in cases of fundamental corporate restructuring (e.g., disposal of major divisions of a company).
The detailed remuneration report is included in the Corporate Governance Report and encompasses the principles of remuneration policy, a breakdown of the emoluments of individual Management Board and Supervisory Board members and an overview of share ownership.
Pairing of management and supervisory functions
To enable it to carry out its supervisory function properly, the Supervisory Board is supplied with regular, timely and comprehensive reports on all matters relevant to the development of the company. In addition to matters subject to authorisation (which are regulated partly by legislation and partly by the Articles of Association or the rules of procedure), all strategic decisions are coordinated in open discussions with the Supervisory Board that exceed the usual framework of Supervisory Board meetings.
Reporting to the Supervisory Board
§ 5 of the Management Board Internal Rules of Procedure
(1) The Management Board must report to the Supervisory Board at least once a year on fundamental aspects of the future business policy of the company and the Group, and on the likely future development of the assets, financial and earnings situation on the basis of a forecast statement (annual report).
The Management Board must also report to the Supervisory Board on a regular basis, at least once per quarter, on the course of business and the situation of the company and the Group compared to the forecast statement, taking account of likely future developments (quarterly report).
The Chairman of the Supervisory Board must be informed immediately of any events or occurrences with serious implications; the Supervisory Board must also be informed immediately of any circumstances that may significantly affect the company's profitability or liquidity (special report).
(2) The annual report and the quarterly reports must be made in writing and, at the request of the Supervisory Board, elucidated orally; the reports are to be distributed to every member of the Supervisory Board. Special reports can be made orally or in writing.
Management Board
The Management Board of the Company consists of one, two or three members. Along with pertinent legal provisions, the way in which the Management Board cooperates is defined in the Articles of Association and the rules of procedure passed by the Supervisory Board (including the schedule of responsibilities). Important decisions on strategy, investment policy and corporate governance are the responsibility of the entire Management Board; the Board also decides on communication tasks of critical importance. All pertinent issues are regularly and openly discussed by the Board members, agreements are reached and the implementation of resolutions passed is continually monitored.
The current members of the Management Board of the Company, their responsibilities in the Company and their terms of office are listed below:
Name | Date of initial appointment | Term of office ends | Position |
Bruno Ettenauer (CEO) | 01.03.2006 | 30.09.2012 | Property management area (investment managment, including financing and asset management) |
Wolfhard Fromwald (CFO) | 28.03.1990 | 30.09.2012 | Finance and accounting, controlling, personnel and legal affairs, investor relations, coporate communications, IT and organisation |
Bernhard H. Hansen (CTO) | 01.10.2009 | 30.09.2012 | Developments and Technology |
Bruno Ettenauer
Bruno Ettenauer, born on January 25, 1961, has more than 15 years of experience in the real estate sector. In 2002, he was appointed Head of the Real Estate Financing Division of Bank Austria Creditanstalt AG. Since March 2006 , Bruno Ettenauer has been a member and since October 2009, the chairman of the management board of CA Immo. He is a certified surveyor for real estate valuation.
Wolfhard Fromwald
Wolfhard Fromwald, born on June 22, 1952, he was Head of the Industry, Services and Trade Department of the Creditanstalt for decades. He has almost 20 years’ experience in the property investment business. Since 1990, Wolfhard Fromwald has been a member of the management board of CA Immo Group, and since June 2006 he has been the CFO of CA Immo International, too.
Bernhard H. Hansen
Bernhard H. Hansen, born on July 25, 1954, contributes as real estate expert decades of experience in project business to the CA Immo Group. Mr. Hansen managed his first real estate projects with Strabag Bau AG, the United States Army Corps of Engineers and other organisations; he also headed the construction department of the European Space Agency. He joined Deutsche Bank AG in 1992, where he took charge of project development for a subsidiary company. From 1996 onwards he served on the management boards of Deutsche Interhotel Holding GmbH & Co. KG and other companies, including DB Immobilien. He joined the executive board of DB Station & Service AG in 2000. Bernhard H. Hansen became the chairman of the Vivico Management Board on 1st January 2006 and joins the Management Board of CA Immo as of 1st October 2009 as CTO (Chief Technical Officer).
Supervisory Board
The current Supervisory Board comprised five members, all of whom were elected by the Ordinary General Meeting. There are no cross-links. No former Management Board members or senior managers sit on the Supervisory Board of CA Immo. The Supervisory Board, which rules on matters of critical importance and the strategic priorities of CA Immo, held five meetings during the year 2009 under review. Depending on the significance of particular issues, the Supervisory Board also performs its monitoring function through committees. Three committees have been set up at CA Immo.
The Supervisory Board of CA Immo comprises a sufficient number of members who are independent of the company and its Management Board. No members have business or personal links to the company or its Management Board that could serve to influence the conduct of that member (C Rule 53). In addition, with Wolfgang Ruttenstorfer, Detlef Bierbaum and Regina Prehofer, three members of the Supervisory Board meet the criteria under C Rule 54, in that they do not represent the interests of any shareholder with more than a 10 % holding (UniCredit Bank Austria AG).
The current members of the Supervisory Board of the Company, their positions and their terms of office are listed below:
Name | Date of initial appointment | Term of office ends | Position |
Wolfgang Ruttenstorfer | 13th May 2009 | 27th AGM (2014) | Chairman |
Helmut Bernkopf | 13th May 2009 | 27th AGM (2014) | Deputy Chairman |
Detlef Bierbaum | 9th May 2006 | 24th AGM (2011) | Member |
Reinhard Madlencnik | 24th April 2002 | 25th AGM (2012) | Member |
Regina Prehofer | 9th May 2006 | 24th AGM (2011) | Member |
Wolfgang Ruttenstorfer
Wolfgang Ruttenstorfer, born on October 15, 1959, received his doctorate at the University of Economics and Business Administration in Vienna and started to work at OMV in 1976. In 1985 he joined the Planning and Controlling Department and in 1989 he took responsibility for the Strategic Development of the Group. After being appointed Head of Marketing in 1990, he joined the Executive Board in 1992 and was responsible for Finance and Chemicals. He remained at the Board until the beginning of 1997, when he became Deputy Minister of Finance. On January 1st 2000 he rejoined the OMV Executive Board being responsible for Finance until April 2002 and Gas until December 2006. As of January 1st, 2002 he is CEO and Chairman of the Executive Board.
Helmut Bernkopf
Helmut Bernkopf, born on 10 May 1967, started his international career in the corporate clients sector of Bank Austria in 1994. Further positions in his career were Head of Corporate Customer Business in Bank Austria Romania and Member of the Board of Management of HVB Bank Romania. At the end of 2004 he returned to Vienna to become General Manager of Bank Austria of the Central and Eastern European region. From 2007 to 2008, Helmut Bernkopf served as Deputy President of the Board of Management of UniCredit Bank Russia. In September 2008 he was appointed Member of the Board of Management of UniCredit Bank Austria AG and is in charge of corporate customer business.
Detlef Bierbaum
Detlef Bierbaum, born on 18 September, 1942, switched from being a general partner at the private bank Sal. Oppenheim jr. & Cie to become a Supervisory Board member for Sal. Oppenheim Germany in April 2008. With 40 years’ experience in the international financial industry, his services as a consultant are highly sought after by many companies and institutions. He served for eight years on the Executive Board and presiding committee of the Association of German Banks, and resigned these posts only recently. He is the Supervisory Board chairman for IVG Immobilien AG, Bonn, and a member of the Supervisory Board of Douglas Holding AG of Hagen.
Reinhard Madlencnik
Reinhard Madlencnik, born on 10 April 1961, heads the real estate division at Bank Austria, with responsibility for all commercial property business as well as property financing. Aside from his Supervisory Board mandates at CA Immo and CA Immo International, he holds no other posts with any listed companies at home or abroad.
Regina Prehofer
Regina Prehofer, born on 2 August, 1956, started her career at Österreichische Kontrollbank AG before moving to Creditanstalt in 1987. In 2003, after three years as head of the Division for Multinational Corporates, Corporate Finance and Trade Finance, she was appointed to the Executive Board of Bank Austria. In 2008, the long-serving board director of Bank Austria joined the board of BAWAG, where she assumed responsibility for Austrian private and corporate clients. Regina Prehofer is also the Supervisory Board chairwoman at CA Immo International AG.
Committees
Depending on the significance of particular issues, the Supervisory Board also performs its monitoring function through committees. Three committees have been set up at CA Immo International; the members of the committees are listed below:
Audit Committee
Wolfgang Ruttenstorfer (Chairman)
Helmut Bernkopf
Reinhard Madlencnik
Investitment Committee
Wolfgang Ruttenstorfer (Chairman)
Helmut Bernkopf
Reinhard Madlencnik
Remuneration and Nominating Committee
Wolfgang Ruttenstorfer (Chairman)
Helmut Bernkopf
Regina Prehofer
Committees, General
§ 12 of the Rules of Procedure of the Supervisory Board
(1) The Supervisory Board is entitled to appoint one or more committees from its ranks, defining their duties and competences. Decision-making powers of the Supervisory Board may be transferred to these committees.
(2) An Audit Committee shall be established. The Audit Committee is responsible for internally auditing and preparing for the adoption of the annual financial statements, the profit distribution proposal and the management report. The duties of the Audit Committee also include, where applicable, internally auditing the consolidated financial statements, proposing the auditor for the annual accounts and reporting to the Supervisory Board accordingly.
One member of the Audit Committee must be a person with specific knowledge and practical experience in the field of finance and accounting and in reporting (financial expert). Neither the Chairperson of the Audit Committee nor the financial expert may be a person who has, in the past three years, been a member of the Board of Management or a senior executive or external auditor of the company or who has signed the auditors’ report.
(3) Where the Supervisory Board has more than six members, the following committees should be established in the interests of good corporate governance:
· A Nomination Committee that makes proposals to the Supervisory Board on filling forthcoming vacant positions on the Board of Management and deliberates on questions relating to succession planning. The Nomination Committee makes proposals to the General Shareholders’ Meeting on filling forthcoming vacant positions on the Supervisory Board.
· A Remuneration Committee, the Chairperson of which is always the Chairperson of the Supervisory Board. The Remuneration Committee is identical to the Nomination Committee and deals with matters relating to the remuneration of members of the Management Board and with the content of employment contracts with Management Board members.
· An Investment Committee which, in cooperation with the Management Board (and involving independent experts where necessary), prepares critical decisions that must be made by the full Supervisory Board. Furthermore the Investment Committee can decide on the acquisition, disposal and encumbrance of shareholdings and businesses, including pre-emption rights, as well as the establishment and liquidation of companies and businesses, if such transactions exceed € 15 million but do not exceed € 75 million; beyond this limit value, the full Supervisory Board assumes responsibility.
Committee meetings may be held within the context of full Supervisory Board sessions.
(4) Committees must be formed on a yearly basis at the constituent Supervisory Board meeting which takes place following the Ordinary Shareholders’ Meeting.
(5) A committee shall comprise three or more members.
(6) The Chairperson of the Supervisory Board, or, if s/he is unable to attend, the Deputy Chairperson, shall preside over committees. The right to preside cannot be transferred.
(7) Supervisory Board members who are not members of committees may participate in committee meetings at the invitation of the Chairperson of the committee.
(8) Other members of the Supervisory Board may participate in committee meetings in the place of committee members prevented from attending, and may vote where authorised to do so in writing by a non-attending committee member; committee members represented in this way must not be counted when determining whether a meeting is competent to pass resolutions.
(9) A committee is competent to pass resolutions where all members were invited in the proper manner and the Chairperson (or Deputy Chairperson) and at least one other committee member take part in the meeting. Committees shall also be competent where the Chairperson (or Deputy Chairperson) and at least one other committee member are present.
(10)The activities of committees shall be correspondingly governed by the Rules of Procedure of the Supervisory Board, unless otherwise stipulated in separate Rules of Procedure decreed by the Supervisory Board.
Audit Committee
Listed companies are required to establish audit committees, which are responsible for monitoring the entire process of financial reporting. The audit committee at CA Immo carries out preparatory work for the full Supervisory Board on all issues connected with the annual and consolidated financial statements, the proposal on the distribution of profit and the management report. It also monitors the effectiveness of the internal control system and the risk management system as well as the independence and competence of the auditing company (as assessed by ‘peer reviews’). The audit committee held two meetings in 2009. A financial expert sits on the audit committee of CA Immo in compliance with the Code.
Investment Committee
Working with the Management Board, and bringing in competent experts where necessary, the task of the investment committee is to prepare the ground for significant (investment) decisions to be taken by the full Supervisory Board. The investment committee may also approve transactions and measures to a maximum volume of € 75 m; beyond this limit value, the full Supervisory Board assumes responsibility. The investment committee did not meet during the reporting period, although it did issue a number of authorisations by round-robin.
Remuneration and Nomination Committee
The remuneration and nomination committee is responsible for all Management Board-related matters as well as succession planning, which includes the matching of suitable candidates to Supervisory Board mandates. The nomination committee (or the full Supervisory Board) proposes candidates to the Ordinary General Meeting where mandates emerge within the Supervisory Board; the main emphasis is on ensuring a balance of expertise across the Supervisory Board and the personal qualifications of candidates. No new appointments were made to the Management Board or the Supervisory Board in the year under review. The remuneration and nomination committee convened twice during the reporting period to discuss Management Board matters.
Presiding committee
§13 of the Supervisory Board Rules of Procedure
(1) The Supervisory Board appoints a presiding committee, to which the Supervisory Board chairperson and the deputy chairperson shall belong.
(2) The Supervisory Board assigns the members of the presiding committee the right to conclude, amend and rescind contracts for service with Management Board members and to grant remunerations.
(3) The presiding committee of the Supervisory Board must approve the payment of voluntary extraordinary contributions to the workforce where these exceed 10% of total wages and salaries in any fiscal year.
(4) The presiding committee has no separate Rules of Procedure; minutes of its meetings and resolutions must be compiled.
(5) Where the delay linked to the convening of a Supervisory Board meeting might expose the company to considerable pecuniary prejudice, the presiding committee shall rule on business matters requiring approval.
Guidelines for the independence of the members of the Supervisory Board of CA Immo
In accordance with C-Rule 53 of the Austrian Corporate Governance Code a member of the Supervisory Board shall be deemed as independent if said member does not have any business or personal relations with the company or its management board that constitute a material conflict of interests and is therefore suited to influence the behaviour of the member.
In particular, the Supervisory Board member shall not
Internal and external positions held by the members of the Management Board and the Supervisory Board of CA Immo
The following list sets out the names of all companies and partnerships of which each of the members of the Management Board and the Supervisory Board of the Company is a member of the administrative, management or supervisory boards or a partner.
In the following list, the abbreviation “MB” denotes “Management Board”, “SB” denotes “Supervisory Board” and “AB” denotes “Advisory Board”.
Name | Name of the company / Partnership | Registered office | Position | Internal / external |
Bruno Ettenauer |
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| CA Immobilien Anlagen Aktiengesellschaft | Vienna | Chairman of the MB | internal |
| CA Immo International AG | Vienna | Chairman of the MB | internal |
| CA Immo Germany GmbH | Vienna | Director | internal |
| CA Immo - RI - Residential Property Holding GmbH | Vienna | Director | internal |
| CA Immo International Holding GmbH | Vienna | Director | internal |
| CA Immobilien Anlagen Beteiligungs GmbH | Vienna | Director | internal |
| Vivico AG | Frankfurt (am Main) | SB-Chairman | internal |
| Vivico Real Estate GmbH | Frankfurt (am Main) | Director | internal |
| Blitz F07-neunhundert-sechzig-neun GmbH | Frankfurt (am Main) | Director | internal |
| BA Business Center a.s. | Bratislava | SB-Member | internal |
| Kapas Center Kft. | Budapest | SB-Member | internal |
| UBM Realitätenentwicklung AG | Vienna | SB-Member | external |
| Bank Austria Creditanstalt Real Invest GmbH | Vienna | SB-Member | external |
| Bank Austria Creditanstalt Real Invest Immobilien-Kapitalanlage GmbH | Vienna | SB-Member | external |
| Bank Austria Creditanstalt Wohnbaubank AG | Vienna | Deputy of the SB-Chairman | external |
| WED Wiener Entwicklungsgesellschaft für den Donauraum Aktiengesellschaft | Vienna | Deputy of the SB-Chairman | external |
| Dr. Bruno Ettenauer Immobilienhandel KEG | Vienna | Partner with unlimited liability | external |
Wolfhard Fromwald |
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|
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| CA Immobilien Anlagen Aktiengesellschaft | Vienna | MB-Member | internal |
| CA Immo International AG | Vienna | MB-Member | internal |
| CEE Hotel Development GmbH | Vienna | Director | internal |
| CA Immo Germany GmbH | Vienna | Director | internal |
| CA Immo - RI - Residential Property Holding GmbH | Vienna | Director | internal |
| CA Immo International Holding GmbH | Vienna | Director | internal |
| CA Immobilien Anlagen Beteiligungs GmbH | Vienna | Director | internal |
| Vivico AG | Frankfurt (am Main) | SB-Member | internal |
| Vivico Real Estate GmbH | Frankfurt (am Main) | Director | internal |
| BA Business Center a.s. | Bratislava | SB-Member | internal |
| Kapas Center Kft. | Budapest | SB-Member | internal |
| UBM Realitätenentwicklung AG | Vienna | SB-Member | external |
Bernhard H. Hansen |
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| CA Immobilien Anlagen Aktiengesellschaft | Vienna | MB-Member | internal |
| CA Immo International AG | Vienna | MB-Member | internal |
| Vivico Real Estate GmbH | Frankfurt (am Main) | Chairman of the Board of Directors | internal |
| Vivico AG | Frankfurt (am Main) | SB-Member | internal |
| omniCon Gesellschaft für innovatives Bauen | Frankfurt (am Main) | AB-Member | internal |
| Einkaufszentrum Erlenmatt AG | Basel | Chairman of the AB | internal |
| Initiative Corporate Governance | Berlin | Member | external |
| Eurohypo Aktiengesellschaft | Eschborn | Member of the German AB | external |
| Kulturkreis der deutschen Wirtschaft/Arbeitskreis Architektur | Berlin | Member | external |
| IREBS Immobilienakademie GmbH | Eltville am Rhein | SB-Member | external |
| ULI Germany | Frankfurt (am Main) | Chairman | external |
| Zentraler Immobilien Ausschuss (ZIA) | Berlin | Member of the Executive Committee | external |
| Bulwien Gesa AG | Berlin | SB-Member | external |
Supervisory Board
Name | Name of the company / Partnership | Registered office | Position | Internal / external |
Wolfgang Ruttenstorfer |
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| CA Immobilien Anlagen Aktiengesellschaft | Vienna | Chairman of the SB | internal |
| OMV AG | Vienna | Chairman of the MB | external |
| Wiener Städtische Wechselseitige Versicherungsanstalt - Vermögensverwaltung auf Gegenseitigkeit | Vienna | Chairman of the SB | external |
| F. Hoffmann - La Roche AG | Basel | AB-Member | external |
Helmut Bernkopf |
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| CA Immobilien Anlagen Aktiengesellschaft | Vienna | Deputy of the SB-Chairman | internal |
| CA Immo International AG | Vienna | Chairman of the SB | internal |
| UniCredit Bank Austria AG | Vienna | MB-Member | external |
| Österreichische Kontrollbank Aktiengesellschaft | Vienna | SB-Member | external |
| Lenzing AG | Lenzing | SB-Member | external |
| BA Private Equity GmbH | Vienna | Chairman of the SB | external |
| Wien Mitte Immobilien GmbH | Vienna | Chairman of the SB | external |
| UniCredit Leasing SPA | Milan | Board of Directors | external |
| UniCredit CAIB AG | Vienna | Chairman of the SB | external |
Detlef Bierbaum |
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| CA Immobilien Anlagen Aktiengesellschaft | Vienna | SB-Member | internal |
| Douglas Holding AG | Hagen | SB-Member | external |
| Bank Sal. Oppenheim jr. & Cie. Kommanditgesellschaft auf Aktien | Cologne | SB-Member | external |
| Bank Sal. Oppenheim jr. & Cie (Österreich) AG | Vienna | SB-Member | external |
| Oppenheim Kapitalanlagegesellschaft mbH | Cologne | Deputy of the SB-Chairman | external |
| IVG Immobilien AG | Bonn | Chairman of the SB | external |
| IVG Institutional Funds GmbH | Wiesbaden | Chairman of the SB | external |
| Kölnische Rückversicherungs-Gesellschaft AG | Köln | SB-Member | external |
| LVM Landwirtschaftlicher Versicherungsverein Münster a.G. | Münster | SB-Member | external |
| LVM Lebensversicherungs-AG | Münster | SB-Member | external |
| Similar functions | |||
| Dundee Real Estate Investment Trust | Toronto |
| external |
| Integrated Asset Management plc | London |
| external |
| The Central European and Russia Fund, Inc. | New York |
| external |
| The European Equity Fund, Inc. | New York |
| external |
Reinhard Madlencnik |
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| CA Immobilien Anlagen Aktiengesellschaft | Vienna | SB-Member | internal |
| CA Immo International AG | Vienna | SB-Member | internal |
| Bank Austria Wohnbaubank AG | Vienna | Chairman of the MB | external |
| Bank Austria Real Invest GmbH | Vienna | Chairman of the SB | external |
| Bank Austria Real Invest Immobilien-Kapitalanlage GmbH | Vienna | Chairman of the SB | external |
| Wien Mitte Immobilien GmbH | Vienna | SB-Member | external |
| CA Global Property Internationale Immobilien AG | Vienna | SB-Member | external |
| Universale International Realitäten GmbH | Vienna | SB-Member | external |
| Marina City Entwicklungs AG | Vienna | SB-Member | external |
| WED Wiener Entwicklungsgesellschaft für den Donauraum Aktiengesellschaft | Vienna | Chairman of the SB | external |
| RE-St. Marx Holding GmbH | Vienna | Director | external |
| UniCredit Jelzálogbank Zrt | Budapest | SB-Member | external |
| Immobilien Rating GmbH | Vienna | AB-Member | external |
| UniCredit Turn-Around Management GmbH | Vienna | AB-Member | external |
Regina Prehofer |
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| CA Immobilien Anlagen Aktiengesellschaft | Vienna | SB-Member | internal |
| Bawag PSK AG | Vienna | MB-Member | external |
| DCM DECOmetal GmbH | Vienna | SB-Member | external |
| Bankenkommission der Internationalen Handelskammer (ICC) | Paris | Deputy of the SB-Chairman | external |
| Bawag PSK Leasing GmbH | Vienna | Deputy of the SB-Chairman | external |
| easybank AG | Vienna | SB-Member | external |
| Bawag PSK Versicherung AG | Vienna | SB-Member | external |
Remuneration Report / Director’s Dealings
The remuneration report sets out the principles for determining payments to the Management Board and the remuneration of the Supervisory Board. It explains the relevant amounts and structure and indicates the number of shares owned by the members of the Management and Supervisory Boards. The detailed remuneration report is included in the Corporate Governance Report.
Extract of the companies’ register
Click here for the extract from the companies' register (as of July 2010, in German only):
Excerpt of commercial register (.pdf)
Binding announcements according to the Austrian Stock Exchange Act
According to Sec. 75a of the Austrian Stock Exchange Act [Börsegesetz – BörseG] issuers have to publish an „annual document“. This document has to comprise all information announced or otherwise made available to the public within the fiscal year 2008, in particular information based on applicable corporate and capital markets legislation. The following table contains a list of these documents as well as an indication on where the relevant information can be found.
Binding announcements according to Art 75a Austrian Stock Exchange Act (2006) (.pdf)
Binding announcements according to Art 75a Austrian Stock Exchange Act (2007) (.pdf)
Binding announcements according to Art 75a Austrian Stock Exchange Act (2008) (.pdf)
Binding announcements according to Art. 75a Austrian Stock Exchange Act (2009).pdf
Summarised result of the evaluation of compliance with the Austrian Corporate Governance Code at CA Immo International
KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungs GmbH was mandated to evaluate the compliance with the Austrian Corporate Governance Code. The evaluation has been conducted on the basis of the questionnaire published by the Austrian Corporate Governance Working Group. In the course of the evaluation, no facts that are in conflict with the declaration made by the Management Board on compliance with the Austrian Corporate Governance Code discovered.
09-03-2010 |
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