Overview
Declaration
Board Members
- Management Board
- Supervisory Board
Information on the Procedures of the Management Board and the Supervisory Board
Compensation of the Management Board
Compensation of the Supervisory Board
Coporate Governance Report
Declaration
The principles of diligent Corporate Governance have been established within the Mayr-Melnhof Group for a long time, with the goal of treating all shareholders equally and generating leadership and control of the company with the purpose of creating long-term added value. Since the adoption of the Austrian Corporate Governance Code (ÖCGK) in 2002, Mayr-Melnhof Karton AG has committed itself voluntarily to comply therewith. In this manner we systematically create comprehensive transparency in accordance with up-to-date international and European standards.
The Code, consistent with the developments in national and international capital market practice, is continuously improved and contains all relevant provisions of the Austrian jurisdiction as well as more comprehensive international customary regulations and recommended practices for a responsible company management and control. The most recent version of the Code can be found online at www.corporate-governance.at.
The implementation of Corporate Governance in the business year 2008 was evaluated on the basis of the most recent version of the Code of January 2009. Just as has been the case so far, Mayr-Melnhof Karton AG continues to comply with all legal provisions without any restrictions. Any more comprehensive recommendations or suggestions of the Code not requiring any justification in case of deviations have been implemented almost in their entirety. In our reporting for the year 2008, the required data in accordance with section 243b of the Austrian Companies Code as amended in the Corporation Law Amendment Act, which are mandatory for reports as of the beginning of 2009, have already been taken into account.
The company deviates from the following C-Rules (“comply or explain”) of the Code
and explains as follows:
Rule 31 Disclosure of the remuneration of each member of the Management Board
Explanation: We do not believe this information is relevant to any decisions or material.
Rule 51 Disclosure of the remuneration of each member of the Supervisory Board
Explanation: We do not believe this information is relevant to any decisions or material.
INFORMATION ON THE PROCEDURES OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD
Allocation of rights and duties within the Management Board
Wilhelm HÖRMANSEDER CEO
Oliver SCHUMY CFO
Andreas BLASCHKE Sales, Marketing MM Packaging
Franz RAPPOLD Sales, Marketing MM Karton
Type and decision-making power of the committees of the Supervisory Board
Committee for Management Board Issues
This committee makes decisions in issues concerning the Management Board in accordance with statutory provisions and also executes the functions of the nomination and the remuneration committee.
Audit Committee
The decision-making power derives from the legal requirements.
Focuses of the Supervisory Board
The Supervisory Board held 6 meetings in the fiscal year 2008, with the participation of the Management Board, and fulfilled its tasks stipulated in the law and the by-laws. In addition to the discussion concerning the current business development, the Supervisory Board above all addressed the implementation of the strategy within the individual segments, acquisition projects, planned investments and financing activities. The efficiency of the activities of the Supervisory Board was ensured by the organisation.
Focuses of the committees of the Supervisory Board
The Committee for Management Board Issues met four times in 2008. It was concerned with Management Board issues and prepared the meetings of the Supervisory Board.
The Audit Committee held two meetings and fulfilled its statutory duties.
COMPENSATION OF THE MANAGEMENT BOARD
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. Payment of the variable component is effected in the subsequent year.
The total compensation of the Management Board members for the 2008 financial year was thous. EUR 3,736.6. Thereof, thous. EUR 1,368.7 was paid as fixed salary and thous. EUR 2,367.9 as variable compensation.
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.
The company has effected a D&O (directors and officers) insurance.
COMPENSATION OF THE SUPERVISORY BOARD
The compensation of the Supervisory Board for the current financial year is determined by the corresponding annual shareholders’ meeting in the subsequent year and is 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 at
http://www.mayr-melnhof.com/en/about-mm/governance/declaration.html.