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Corporate Governance Report

Austrian Post is a joint stock company which is listed on the Vienna Stock Exchange in accordance with Austrian law. It is required to adhere to the legal regulations governing the management and supervision of joint stock companies. Austrian Post is managed by its Management Board and supervised by its Supervisory Board, pursuant to the principles of a dual management system as stipulated in the Austrian Stock Corporation Act.

Corporate Governance Code

Austrian Post is committed to oblige to the current and valid version of the Austrian Corporate Governance Code applicable for the 2008 financial year, in the spirit of ensuring a responsible and transparent management of the company. The Austrian Corporate Governance Code is available on the Website of the Austrian Working Group for Corporate Governance at www.corporate-governance.at.

Austrian Post adheres to all “L-Rules” (legal requirements), and also all of the “C-Rules” (Comply or Explain) contained in the Austrian Corporate Governance Code, with the exception of those rules specified below:

■ Rule 39: 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: The duties of the nominating committee are assumed by the presidential committee, so that an appropriate forum is assured.
■ Rule 43: The duties of the remuneration committee are assumed by the executive committee of the Supervisory Board, so that an appropriate forum is assured.

The articles of association and the by-laws for both the Management Board and the Supervisory Board correspond to the rules stipulated in the Austrian Corporate Governance Code.

Austrian Post has introduced binding, Group-wide compliance guidelines in line with current Austrian capital market regulations in order to prevent insider dealings. Compliance with these rules is continually being monitored and ensured by a Compliance Officer. The awareness and understanding of compliance requirements are promoted by regular training given to the affected employees.

Directors’ dealings are continually disclosed publicly at www.post.at/ir, in accordance with legal regulations and the rules contained in the Austrian Corporate Governance Code (C-Rule 70).

Furthermore, criteria were defined to ensure the independence of the members of the Supervisory Board.

Audit and control
At the Annual General Meeting of Austrian Post held on April 22, 2008, KPMG Austria GmbH Wirtschafts- und Steuerberatungsgesellschaft was selected to audit the annual financial statements and consolidated annual financial statements for the 2008 financial year. The audit fee invoiced by KPMG Austria GmbH, comprising the total costs for auditing the annual financial statements and the consolidated annual financial statements of Austrian Post, amounted to EUR 613,823 in the 2008 financial year. For related auditing services carried out by specialists, KPMG Austria GmbH received a remuneration of EUR 63,229. KPMG Austria GmbH invoiced a non-audit fee totaling EUR 384,929 for other services.

The internal control system of Austrian Post applicable to the entire Group uses process-integrated measures, mechanisms and controls. In the field of risk management, Corporate Controlling fulfi ls the duties of ongoing reporting and performance forecasts. In respect to the procurement process, the department is responsible for budget evaluation as well as analysing feasibility studies and profitability calculations made in connection with projects and planned investments. The Internal Audit department carries out an ex post examination of compliance with relevant regulations, which, in turn, serves as the basis for determining the effectiveness of integrated controls and mechanisms.

Shareholders
Austrian Post attaches considerable importance to ensuring that all shareholders are treated equally and provided with comprehensive information. Above and beyond the legally binding reporting and disclosure requirements (i. e. annual and quarterly reports, ad-hoc announcements, publication of directors’ dealings), Austrian Post regularly reports about ongoing developments at the company by means of press releases as well as analyst, press and shareholder conferences. This is done in compliance with the principle emphasising the fair and equal treatment of all shareholders. All reports and releases as well as key presentations held at these conferences are available at www.post.at. Austrian Post published five ad-hoc announcements in the year 2008, which can be accessed online at www.post.at/ir.

Information relating to the shareholder structure of Austrian Post (C-Rule 62 of the Austrian Corporate Governance Code) is found below of this annual report.

Development of the Corporate Governance Code in Austria


The Austrian Corporate Governance Code was developed in the year 2002 by the Austrian Working Group for Corporate Governance following several rounds of discussions with capital market experts, in order to make a contribution towards promoting confidence in the Austrian capital market.

The code is not legally binding. However, each company is free to voluntarily commit itself to complying with its stipulations (“soft law”). All publicly listed companies in Austria have been called upon to make a public announcement declaring their adherence to the Austrian Corporate Governance Code.

This voluntary self-regulating mechanism goes a long way towards effectively promoting the confidence of shareholders by ensuring even greater transparency, a quality improvement in the interactions among the supervisory and management boards and shareholders, and a focus on the sustainable creation of value. For this reason, the Austrian Corporate Governance Code represents an important building block for the further development and stimulation of the Austrian capital market.

In recent years, the Austrian Corporate Governance Code has been subject to several revisions. Against the backdrop of developments on the domestic and international markets, the code has to be continually re-evaluated and adapted if necessary.

Most recently, the Corporate Law Amendment Act published in the Federal Law Gazette in May 2008 made it necessary to adapt several L-Rules and C-Rules contained in the Austrian Corporate Governance Code. The most important changes relate to rules relating to the corporate governance report as well as strengthening the independence of the Supervisory Board and its committees. The revised Corporate Governance Code in the January 2009 version applies to financial years beginning after December 31, 2008.

In developing revised versions of the Austrian Corporate Governance Code, the Austrian Working Group for Corporate Governance is being actively supported by the Austrian Task Force for Corporate Governance and Capital Market Law, in which Austrian Post participates through its Compliance Officer.

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