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Share price EUR 116,00 17:34 GMT 15.11.2018

Corporate Governance

A responsible management focusing on sustainable profitability has always been at the core of our business, the production of cartonboard packaging. The consistent compliance with the principles of proper Corporate Governance constitutes the basis for the trust of our employees, shareholders, customers, suppliers and the public place in the management and control of the Company, pursuing the goal of long-term value creation.

Since the Austrian Corporate Governance Code (Österreichischer Corporate Governance Kodex – ÖCGK) became effective in 2002, Mayr-Melnhof Karton AG has voluntarily committed to compliance with the Code in its respectively applicable version. The Code is based on the provisions of Austrian stock corporation, stock exchange and capital market laws, EU recommendations as well as the guidelines contained in the OECD Principles of Corporate Governance. In accordance with national and international developments the Code is regularly reviewed and adjusted accordingly. The applicable version of the Austrian Corporate Governance Code can be downloaded from the website of the Austrian Working Group for Corporate Governance at www.corporate-governance.at. Part of the Company's Corporate Governance Program is an annual internal evaluation of compliance with the Code.

The implementation and internal evaluation for the business year 2017 is based on the Code's version of January 2018. Mayr Melnhof Karton AG continues to comply with all legal provisions without any restrictions. Almost all additional C Rules and R Rules (Recommendations) contained in the Code, which do not require any explanation in case of deviations, have been complied with.

The Company gives the following explanations for deviations from C Rules in 2017:

  • Rule 27
    Non-financial criteria are not taken into account for the variable compensation of the members of the Management Board.
    Explanation: Content of current contracts with the members of the Management Board
  • Rule 27a
    In case of an early termination of a member of the Management Board without any good cause, such member shall be compensated for no more than the remaining term of the contract. The economic situation of the Company is not considered.
    Explanation: Content of current contracts with the members of the Management Board
  • Rule 30
    The upper limits currently applicable for variable compensation are not stated.
    Explanation: Based on the ongoing external dialog we do not consider this information is material or relevant for any decisions. A cap is provided for in any case. 
  • Rule 51
    No disclosure of the compensation of each individual member of the Supervisory Board Explanation:
    Based on the ongoing external dialog we do not consider this information is material or relevant for any decisions.

Rainer ZELLNER
Chairman since April 29, 2015
born 1947
Independent entrepreneur, Chairman of the Supervisory Board of Mayr-Melnhof Holz Holding AG, Leoben

Johannes GOESS-SAURAU
1st Deputy Chairman since May 7, 2008
Member of the Supervisory Board since May 18, 2005
born 1955
Manager of his own companies

Nikolaus ANKERSHOFEN
2nd Deputy Chairman since April 26, 2017
Member of the Supervisory Board since April 28, 2010
born 1969
Lawyer and partner at Ankershofen-Goess-Hinteregger Rechtsanwälte OG, Supervisory Board member at Mayr-Melnhof Holz Holding AG, Leoben, Supervisory Board member at Bankhaus Krentschker & Co. Aktiengesellschaft, Graz, Management Board member of several private trusts

Romuald BERTL 
Member of the Supervisory Board since March 2, 1994
Deputy Chairman from March 2, 1994 to April 26, 2017
born 1953
Auditor and tax consultant, Ordinary University Professor of Accounting and Auditing at the Vienna University of Economics and Business, Head of the Institute of Accounting and Auditing at the Vienna University of Economics and Business, President of the Austrian Financial Reporting and Auditing Committee (AFRAC), Management Board member of Austrian family trusts and Supervisory Board member in Austrian family-owned companies

Guido HELD
Member of the Supervisory Board since May 7, 2008
born 1944
Lawyer and managing partner at hba Rechtsanwälte GmbH, Management Board member of several private trusts, member of the management of various companies

Alexander LEEB
Member of the Supervisory Board since May 7, 2008
born 1959
Deputy Chairman of the Supervisory Board of Plansee Holding AG, Reutte, Supervisory Board member of Industrieliegenschaftsverwaltung AG, Vienna, Chairman of the Board of Trustees of LGT Venture Philanthropy Foundation, Vaduz, Chairman of Impact Ventures S.A., Luxembourg

Georg MAYR-MELNHOF
Member of the Supervisory Board since May 7, 2008
born 1968
Employee of the archdiocese of Salzburg

Michael SCHWARZKOPF
Member of the Supervisory Board since April 29, 2009
born 1961
Chairman of the Supervisory Board of Plansee Holding AG, Reutte, Member of the Supervisory Board, voestalpine AG, Linz, Member of the Supervisory Board, Molibdenos y Metales S.A., Santiago, Chile

Andreas HEMMER
Member of the Supervisory Board since October 20, 2009
born 1968
Employee representative

Gerhard NOVOTNY
Member of the Supervisory Board since May 10, 1995
born 1963
Employee representative
 

The current mandates of all members of the Supervisory Board delegated by the shareholders will expire at the 26th Ordinary Shareholders’ Meeting in 2020 which will resolve on the discharge for the financial year 2019.

All mandates of the Supervisory Board members delegated by the employees' representation bodies are awarded for an indefinite period of time.

Members of the Committees of the Supervisory Board
Presidium (Committee for Management Board Issues)
Rainer ZELLNER, Chairman
Johannes GOESS-SAURAU
Nikolaus ANKERSHOFEN 
Romuald BERTL until 26. April, 2017

Audit Committee
Romuald BERTL, Chairman
Rainer ZELLNER
Johannes GOESS-SAURAU
Nikolaus ANKERSHOFEN 
Gerhard NOVOTNY 

Members of the Supervisory Board with additional Supervisory Board mandates in publicly listed companies
Michael SCHWARZKOPF
Member of the Supervisory Board, voestalpine AG, Linz, Austria
Member of the Supervisory Board, Molibdenos y Metales S.A., Santiago, Chile

Independence of the members of the Supervisory Board
The members of the Supervisory Board have orientated themselves towards the guidelines of the Austrian Corporate Governance Code for determining the criteria of their independence:

A Supervisory Board member must not maintain, or have maintained in the past year, any business relations with the Company or any of its subsidiaries with significance for the member of the Supervisory Board. This also applies to relationships with companies in which a member of the Supervisory Board has a considerable economic interest, but not to the performance of institutional functions in the Group. 

The approval of individual transactions by the Supervisory Board in accordance with L Rule 48 (Company Contracts with Members of the Supervisory Board outside their activity in the Supervisory Board) does not automatically qualify the person as not independent.

The Supervisory Board member must not have acted as an auditor of the Company or have owned a share in the auditing company or have worked there as an employee in the past three years.

The Supervisory Board member must not be a member of the Management Board of another company in which a member of the Company's Management Board is a Supervisory Board member.

The Supervisory Board member must not be closely related (direct offspring, spouse, life partner, parent, uncle, aunt, brother, sister, niece, nephew) to a member of the Management Board or to employees in leading positions, to the auditor, or to employees of the auditing company.

All members of the Supervisory Board have declared their independence in accordance with these criteria. Consequently, this also applies to any members of Committees of the Supervisory Board.

Representation of interests of a share > 10 % in Mayr-Melnhof Karton AG
In the Supervisory Board of Mayr-Melnhof Karton AG, there is only one independent member representing a legal entity with a shareholding of more than 10 %:
Nikolaus ANKERSHOFEN

Contracts between members of the Supervisory Board and the Company subject to approval
There are no such contracts.

Compensation of the Supervisory Board
The compensation of the Supervisory Board for the current business year will be determined by the Shareholders’ Meeting in the following year and paid subsequently. The Supervisory Board’s compensation for 2016 amounted to thous. EUR 475. The distribution of the total compensation among the members is the Supervisory Board’s responsibility. In addition, the members of the Supervisory Board are granted a compensation for additional expenses incurred in exercising their duties.

The MM Group’s concept of diversity is part of its Code of Conduct. It is stated there that we commit ourselves to creating a working environment throughout the Group that is characterized by openness and mutual respect. We consider the diversity of our employees an asset that enables us to fulfill our tasks in an even more creative and better way. We reject any form of discrimination and harassment on grounds of gender, race, skin color, religion, age, national or ethnic descent, disability, or sexual orientation. Employees and job applicants are assessed according to the principle of non-discrimination.

The Equality Act for Women and Men has to be applied to new appointments to the Supervisory Board since the beginning of 2018. The Supervisory Board currently comprises ten men, and the Management Board four.

Positions within the Management Board, the Supervisory Board as well as leading positions are primarily staffed based on professional and personal qualifications. The MM Group, however, follows the recommendation of the Equality Act to observe diversity in filling management positions within the Company and to strive to achieve a reasonable allocation according to gender, age, and expertise.

Conscious efforts have been made to find a female candidate to fill the vacant position of Chief Financial Officer; no female candidate qualified for closer selection, however.
Women have been holding leading positions within the Group for a long time, in particular in the areas of human resources, legal matters, sales, and finance. 

Owing to the Group's activities in heavy industry and the shift systems, the proportion of women within the Group and in the recruitment process tends to be low. We nevertheless aspire to increase the share of women at all levels, in particular by means of appropriate development programs as well as by offering flexible working time models. Being an attractive employer for women, also in technical occupations, is one of our long-term objectives. 
 

Notification concerning transactions by persons performing managerial responsibilities pursuant to Article 19 Regulation (EU) No 596/2014  

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