Corporate Governance

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CORPORATE GOVERNANCE

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 Basis

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 2021. 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. 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 (Recommendations); 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 2020. AMAG Austria Metall AG is therefore committed to adhering to the Austrian Corporate Governance Code in the version of January 2020. AMAG Austria Metall AG adheres to all “L rules” as well as “C rules”.

 

 

Link to the Code of Corporate Governance of January 2020

Corporate Governance Report

 Reports:

 

 

External evaluation

 

The Corporate Governance Code stipulates regular external evaluation of company compliance with the Code. This was performed for “C-Rules” 1 to 76 by the Group auditor as part of the audit of the 2020 financial statements. As part of the audit, the auditors found that the statement that AMAG Austria Metall AG issued relating to compliance with the Corporate Governance Code in the version dated January 2020 corresponds to actual circumstances. The next external evaluation is planned for the 2023 financial year.

 

 

 

Evaluation report Corporate Governance 2020 (only in German)

Remuneration Policy and Remuneration Report

The Remuneration Policy was adopted in the course of the 9th Annual General Meeting on July 21, 2020.
It defines the principles which are used for determining the remuneration of the management board and the supervisory board of AMAG Austria Metall AG (AMAG).

 

The Remuneration Report aims to provide a comprehensive overview of the remuneration owed or granted to current and former members of the Management Board and the Supervisory Board during the respective financial year, including all benefits in any form. The statutory requirements of the Stock Corporation Act (Sections 78c et seq. AktG) form the legal basis in this context.

ARTICLES OF ASSOCIATION

Articles of association of AMAG Austria Metall AG - 21.07.2020

DIRECTOR'S DEALINGS

Disclosures since July 2016:

 

Person Reason Information about the deal Instrument Date Volume Price
B&C KB Holding GmbH, FN 470503t responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Thomas Zimpfer, Member of the supervisory board Pledging of shares Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
26.03.2021 17,632,001 0
B&C KB Holding GmbH, FN 470503t responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Thomas Zimpfer, Member of the supervisory board Purchase of shares due to the merger of B&C AMAG Holding GmbH as the transferor company with B&C KB Holding GmbH as the transferee company Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
24.10.2020 17,632,001 0
B&C AMAG Holding GmbH, FN 488310d responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Thomas Zimpfer, Member of the supervisory board Transfer of shares by way of the merger of B&C AMAG Holding GmbH as the transferor company with B&C KB Holding GmbH as the transferee company Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
24.10.2020 17,632,001 0
B&C KB Holding GmbH, FN 470503t responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügger, Member of the supervisory board Indirect acquisition of shares by way of demerging the interest in B&C AMAG Holding GmbH from B&C Industrieholding GmbH as the transferring company to B&C KB Holding GmbH as the acquiring company.
Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
14.10.2020 17,632,001 0
B&C Industrieholding GmbH, FN 215332s responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Thomas Zimpfer, Member of the supervisory board Indirect transfer of shares by way of demerging the interest in B&C AMAG Holding GmbH from B&C Industrieholding GmbH as the transferring company to B&C KB Holding GmbH as the acquiring company. Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
14.10.2020 17,632,001 0
B&C Industrieholding GmbH, FN 215332s responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügger, Member of the supervisory board Indirect transfer of shares by way of demerging the interest in B&C AMAG Holding GmbH from B&C Industrieholding GmbH as the transferring company to B&C KB Holding GmbH as the acquiring company. Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
14.10.2020 17,632,001 0
B&C KB Holding GmbH, FN 470503t responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Dipl.-Bw Peter Edelmann, Member of the supervisory board Indirect acquisition of shares by way of demerging the interest in B&C AMAG Holding GmbH from B&C Industrieholding GmbH as the transferring company to B&C KB Holding GmbH as the acquiring company. Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
14.10.2020 17,632,001 0
B&C Alpha Holding GmbH, FN 320526m responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügger, Member of the supervisory board Transfer of shares due to the merger of B&C Alpha Holding GmbH as the transferor company to B&C Kratos Holding as the transferee company Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
29.05.2018 856,630 0
B&C Kratos Holding GmbH, FN 426763v responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügger, Member of the supervisory board Indirect purchase of shares due to the contribution of the participation in B&C Alpha Holding GmbH by B&C Industrieholding GmbH to B&C Kratos Holding GmbH. Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
29.05.2018 856,630 0
B&C Industrieholding GmbH, FN 215332s responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügger, Member of the supervisory board Indirect transfer of shares due to the contribution of the participation in B&C Alpha Holding GmbH by B&C Industrieholding GmbH to B&C Kratos Holding GmbH. Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
29.05.2018 856,630 0
AMAG Arbeitnehmer Privatstiftung, FN162053p responsible party is a legal person associate to persons with managerial responsibilities; Name and function:  Maximilian Angermeier, Günter Mikula, Martin Aigner, Robert Hofer (Members of the supervisory board) Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
12.03.2018 150,000 49.60
B&C Alpha Holding GmbH, FN 320526m responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügger, Member of the supervisory board Transfer of shares by way of the spin-off of B&C Alpha Holding GmbH as the transferor company to B&C AMAG Holding GmbH as the transferee company, a company newly formed as part of the spin-off Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
05.03.2018 17,632,001 0
B&C Alpha Holding GmbH, FN 320526m responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügge, Member of the supervisory board Purchase of shares due to the merger of B&C Pontos Holding GmbH as the transferor company to B&C Alpha Holding GmbH as the transferee company Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
05.03.2018 1,629,737 0
B&C Pontos Holding GmbH, FN 392496a responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügge, Member of the supervisory boardTransfer of shares due to the merger of B&C Pontos Holding GmbH as the transferor company to B&C Alpha Holding GmbH as the transferee company Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
05.03.2018  1,629,737 0
B&C Kratos Holding GmbH, FN 426763v responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügge, Member of the supervisory board
Intragroup sale of shares from B&C Pontos Holding GmbH to B&C Kratos Holding GmbH
Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
15.12.2017 100,000 50.37
B&C Pontos Holding GmbH, FN 392496a responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügge, Member of the supervisory board
Intragroup sale of shares from B&C Pontos Holding GmbH to B&C Kratos Holding GmbH
Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
15.12.2017 100,000 50.37
B&C Industrieholding GmbH, FN 215332s responsible party is a legal person associate to a person with managerial responsibilities; Name and function:  Mag. Patrick Prügge, Member of the supervisory board Indirect acquisition of shares based on an intragroup merger of two holding subsidiaries with the parent company B&C Industrieholding GmbH Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
05.12.2017 18,588,631 -
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
21.09.2017 540 54.70
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
19.09.2017 200 53.00
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
18.09.2017 593 52.78
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
15.09.2017 59 52.75
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
14.09.2017 241 52.65
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
13.09.2017 250 52.30
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
27.06.2017 266 46.74
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
26.06.2017 1,863 45.44
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
04.01.2017 4,000 33.75
Gerhard Falch Member of the Supervisory Board Sales Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
04.01.2017 4,000 33.75
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
03.01.2017 100 33.80
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
30.12.2016 600 33.16
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
29.12.2016 500 33.25
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
28.12.2016 1,500 33.24
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
27.12.2016 300 33.10
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
23.12.2016 500 33.29
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
21.12.2016  500 33.48
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
20.12.2016   500 33.45
Helmut Wieser Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
19.12.2016   481 33.31
Helmut Wieser  Chief executive officer Purchase Share AMAG Austria Metall AG
(ISIN: AT00000AMAG3)
15.12.2016   519 33.00

 

 

Disclosures before July 2016:

Link to Austrian Financial Market Authority (only in German):
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