Commitment
The Executive Board and Supervisory Board of EVN are committed to the principles of good corporate governance and, in this way, meet the expectations of national and international investors for esponsible, transparent and sustainable management and control. On 1 March 2023, EVN announced its commitment to comply with the ACGC in the January 2023 version. The ACGC is available under www.corporate-governance.at.
Burgenland Holding Aktiengesellschaft is a stock corporation under Austrian law, which is listed on the Vienna Stock Exchange and included in EVN’s scope of consolidation. The corporate governance report prepared and published by this company is available under www.buho.at/corporate-governance-bericht.
The ACGC rules are divided into three categories:
- The legal requirements (L-Rules) are based on binding regulations which must be observed by all Austrian listed companies.
- The C-Rules (Comply or Explain) should be observed; any deviations must be explained and justified.
- The R-Rules (Recommendations) represent recommendations and do not require the disclosure or justification of deviations.
The Executive Board and Supervisory Board formerly declare that EVN complies with all C-Rules of the ACGC, irrespective of the following deviations and explanations.
Deviations from C-Rules
EVN does not fully comply with the following C-Rules of the ACGC:
C-Rule 16:
EVN does not comply with this rule, which requires the management board to have a chairperson. The Executive Board has had three members since 1 September 2024, whereby the Supervisory Board has designated one member of the Executive Board, as in the past, to serve as the spokesperson of the Executive Board. The appointment as spokesperson of the Executive Board is not limited in time and follows the term of the respective mandate.
C-Rule 45:
The provision that prohibits Supervisory Board members from holding corporate functions in a competing company is observed by all members of the Supervisory Board with one exception.
Supervisory Board member Peter Weinelt serves as the managing director of Wiener Stadtwerke GmbH which, in particular through its subsidiaries, competes in part with subsidiaries of EVN. The representation of major shareholders on the company’s Supervisory Board has proven to be advantageous. This deviation applies to the entire term of the involved Supervisory Board member’s appointment. The chairperson of the Supervisory Board, Reinhard Wolf, is the chairman of the executive board of RWA Raiffeisen Ware Austria Aktiengesellschaft and a member of the management board of BayWa AG, both of which have specific business relations through subsidiaries with the EVN Group. The decision to elect these Supervisory Board members was taken by the Annual General Meeting. The proposal for their nomination was approved by the Supervisory Board based on a recommendation by the Nominating Committee. EVN‘s corporate governance and continued practice by the Supervisory Board ensure that potential conflicts of interest are clarified in advance of voting on related issues and legally compliant procedures are guaranteed.