Corporate Governance

The Austrian Corporate Governance Code

The Management Board and Supervisory Board of Austrian Post are committed to adhering to the principles of good corporate governance, and thus meeting investor expectations with regard to the responsible, transparent and long term-oriented management of the company. The January 2010 version of the Austrian Corporate Governance Code, which is of relevance for this Annual Report, contains 83 rules for good corporate governance, which are divided into three categories:

• Rules based on mandatory legal requirements (Legal Requirement)
• Rules based on accepted international standards; non-compliance with these rules must be explained and the reasons stated in order to ensure behaviour in compliance with the code (Comply or Explain)
• Rules which comprise recommendations; non-compliance requires neither disclosure nor explanation (Recommendation)

The Austrian Corporate Governance Code is available on the Austrian Post website at www.post.at/ir as well as on the website of the Austrian Working Group for Corporate Governance at www.corporate-governance.at.

Austrian Post adheres to all “L-Rules” (Legal Requirement) as well as all “C-Rules” (Comply or Explain) contained in the Austrian Corporate Governance Code with the exception of the rules specified below:

• Rule 31 (disclosure of Management Board remuneration): The fixed and variable remuneration components granted to each member of the Management Board are not disclosed individually in the Corporate Governance Report but jointly as a sum total. This takes account of the principle of the confidentiality of protectable information with regard to each Management Board member and the company.
• Rule 39 (decision-making in urgent cases): In urgent cases, the Supervisory Board is authorised to make decisions by circulation procedure. Moreover, the by-laws of the Supervisory Board stipulate that meetings may be convened in particularly urgent cases without adhering to the specified period of advance notice.
• Rule 41 (establishing a Nomination Committee): The duties of the Nomination Committee are assumed by the Presidential Committee, so that an appropriate forum is assured.
• Rule 43 (establishing a Remuneration Committee): The duties of the Remuneration Committee are assumed by the Executive Committee of the Supervisory Board, so that an appropriate forum is assured.