Declaration
The management principles of the Mayr-Melnhof Group have always taken account of the principles of responsible corporate governance. The long-term objective is to ensure the responsible management and control of the Company, oriented to enhancing the creation of value, while treating all shareholders on an equal basis. We provide comprehensive and systematic transparency by applying the Austrian Corporate Governance Code, to which Mayr-Melnhof AG has committed itself voluntarily since its inception in the year 2002.
The Code, which is further developed on an ongoing basis in line with international practices on capital markets, comprises all relevant provisions of the laws applicable in Austria as well as all additional customary international regulations and recommended practices for a responsible management.
Compliance with the Code in its current version dated June 2007 was evaluated for the business year 2007. As in the past, the Mayr-Melnhof AG has complied with all statutory requirements without any restrictions. We almost completely implemented all additional recommendations of the Code and suggestions that do not require any explanation in case of deviation.
With regard to the C-regulations (“comply or explain”) of the Austrian Corporate Governance Code, the following explanations are provided for 2007:
MANAGEMENT BOARD
Appointment (C regulation 38):
The Articles of Association do not stipulate any age limit for the Company's Management Board members. Appointment of Management Board members is solely contingent on professional and personal qualifications.
Compensation (C regulation 30):
The compensation of the Management Board is divided into a fixed salary and a proportionally high variable component that takes into account the success of the Company, in particular the profit for the year, cash earnings and return on capital employed.
The total compensation of the Management Board members for the 2007 financial year was thous. EUR 3,468.5. Of this, thous. EUR 1,173.7 was paid as fixed salary and thous. EUR 2,294.8 as variable compensation which affect payment in 2008.
With regard to a company retirement plan, there exists a claim to a share of a fixed pension amount based on the qualifying period.
In the event of departure from the position, the statutory claims from the employee relationship apply.
Further mandates:
The members of the Management Board do not hold any mandates in Group-external supervisory boards.
SUPERVISORY BOARD
Appointment (C regulation 54):
The Articles of Association do not stipulate any age limit for the Company's Supervisory Board Members. Appointment of individual members is solely contingent on professional and personal qualifications.
Members with additional supervisory mandates within publicly listed companies (C regulation 58):
Michael GRÖLLER
Chairman of the Supervisory Board, RHI AG, Vienna, Austria
Member of the Supervisory Board, Reno de Medici S.p.A., Milan, Italy (until May 11, 2007)
Gerhard GLINZERER
Member of the Supervisory Board, S.C. Armatura S.A., Cluj-Napoca, Romania
Committees (C regulation 39, 41, 43):
The Supervisory Board has established two committees:
- Committee for Management Board Issues
It also performs the duties of the nomination and compensation
committee. The committee chair is held by the chairman of the Supervisory Board.
- Audit Committee
The committee chair is held by a financial expert, Romuald Bertl.
Independence (C regulation 53):
In establishing the criteria that constitute independence, the members of the Supervisory Board adhered to the guidelines of the Austrian Corporate Governance Code. The criteria are published on the Company website.
With regard to these criteria, all members of the Supervisory Board have been declared independent. Consequently, this applies also to the committees of the Supervisory Board.
Share owners or representation of interests of a share > 10 % in Mayr-Melnhof Karton AG (C regulation 54):
No member of the Supervisory Board holds a share of more than 10 % in Mayr-Melnhof Karton AG or represents a legal person with a shareholding beyond 10 %.
Compensation (C regulation 51):
The compensation of the Supervisory Board for the current financial year is determined by the corresponding annual shareholders’ meeting in the subsequent year and paid thereafter. The distribution of the total compensation among all the members is left to the Supervisory Board. No other compensation was provided to the Supervisory Board members.
Information on corporate governance is regularly published on the Group's website.