The Austrian Code of Corporate Governance (the Code) provides Austrian stock corporations with a framework for the management and control of enterprises. The management board and the supervisory board of AMAG Austria Metall AG recognize this set of rules for the responsible management and guidance of companies in Austria.
The Code is based on the provisions of Austrian stock corporation act, the stock exchange and the capital markets act, the EU recommendations on the tasks of supervisory board members and on the remuneration of directors as well as on the principles set out in the OECD Principles of Corporate Governance. The Code was first presented by the Austrian Working Group for Corporate Governance in October 2002 and has been amended several times since, most recently in January 2015. Companies voluntarily undertake to adhere to the Code.
The purpose of the Code
The Code aims to establish a system of management and control of companies and groups that is accountable and is geared to creating sustainable, long-term value. This objective best serves the needs of all parties whose well-being depends on the success of the enterprise. The Code is designed to increase the degree of transparency for all stakeholders.
Compliance with the Code
The code comprises 83 rules. Among these rules there is a large number of so-called "L-Rules" which refer to existing mandatory legal requirements (Legal Requirement). The majority of the rules are so-called "C-Rules" which refer to standards of good corporate management common in international business practice inter alia. C-Rules are to be followed in general, any deviation must be explained and the reasons for the deviation stated (Comply or Explain). Moreover, there are so-called "R-Rules" the nature of which is just a recommendation (Recommendation); non-compliance with such rules requires neither disclosure nor explanation.
The Code, which requires a voluntary commitment, was recognised and implemented by the Management Board and Supervisory Board of AMAG Austria Metall AG in the financial year 2015. AMAG Austria Metall AG is therefore committed to adhering to the Austrian Corporate Governance Code in the version of January 2015 valid for the financial year 2015. AMAG Austria Metall AG adheres to all “L rules” as well as “C rules”. Over the coming three years, an evaluation of compliance with all C rules is to be implemented by an external institution as prescribed by Rule 62.