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Corporate governance report
Corporate governance report
1)
Commitment to the Austrian Code of
Corporate Governance
Burgenland Holding Aktiengesellschaft is an Austrian public
limited company listed on the Vienna Stock Exchange. Besides
the applicable regulations of Austrian law, in particular the
Stock Corporation Act and Capital Markets Act, corporate
governance is governed by the By-Laws of Burgenland Holding
Aktiengesellschaft, the Austrian Code of Corporate Gover-
nance (ACCG) – see www.corporate-governance.at – as well as
the rules of procedure of corporate bodies.
The Executive Board and Supervisory Board of Burgenland
Holding Aktiengesellschaft are committed to the Principles of
Good Corporate Governance and thus fulfil the expectations
of Austrian and international investors with regard to respon-
sible and transparent corporate governance and manage-
ment control with a long-term perspective. With effect from
23 March 2021, Burgenland Holding Aktiengesellschaft has
fully submitted to the ACCG as amended in January 2021.
The standards of the ACCG are subdivided into three groups:
The first category (Legal Requirements) is based on mandatory
legal provisions and has to be applied by all listed Austrian
companies and is also fulfilled to the letter by Burgenland
Holding Aktiengesellschaft. Non-compliance with C-regula-
tions (Comply-or-Explain) is possible, but has to be justified
publicly. Burgenland Holding Aktiengesellschaft is posting
suchdeclarations in this Report as well as on its homepage.
R-regulations, by contrast, are of purely recommendatory
character and deviations do not require any explanation.
As there is no obligation to prepare consolidated group
accounts, IFRS are not applicable. Reporting is effected pursuant
to applicable Austrian financial reporting requirements; Regula-
tions 65, 66, 69 and 70 of the ACCG are not applied.
The Executive Board and Supervisory Board of Burgenland
Holding Aktiengesellschaft declare, notwithstanding the devi-
ations and explanations listed below, full and complete com-
pliance with the C-Regulations of ACCG; there are also only
isolated deviations from R-Regulations. The Corporate Gover-
nance Report of Burgenland Holding Aktiengesellschaft is
available at www.buho.at/corporate-governance-report.
Deviations from C-Regulations
Due to the special character of the Company, Burgenland
Holding Aktiengesellschaft deviates from the following
C-regulations of the ACCG:
Regulation 16: No member of the Executive Board was elected
Chairman. The Company is a holding with a minor extent of
operating business activities. Given a two-member Executive
Board, appointing a Chairman of the Executive Board would
also entail certain disadvantages. Therefore, the Supervisory
Board chose not to make such appointment. As this is not sub-
ject to any temporal restrictions, changes can be made at any
time. The Executive Board acts as a collegial body and has
always adopted its resolutions unanimously. For the reasons
stated above, the Rules of Procedure for the Executive Board,
which govern the details of the cooperation of the Executive
Board, do not provide for an allocation of responsibilities.
Regulation 18: Burgenland Holding Aktiengesellschaft is
contractually integrated in the audit and risk management
systems as well as the internal control system of EVN AG,
which can be accessed at any time. Given the low complexity
and the size of the Company as well as the desire to keep
administration as efficient as possible, the Executive Board
considers existing checks and controls as sufficient and does
not regard a separate audit plan as necessary. Furthermore,
Energie Burgenland AG has its own audit system in place.
Regulation 27: The remuneration of the Executive Board does
not contain any variable components. The size of the Com-
pany, the limited influence on investment income as well as
the character of the position as sideline employment are good
arguments for a simplified remuneration scheme. Therefore,
the Supervisory Board chose not to stipulate any provisions to
this effect. As this is not subject to any temporal restrictions,
changes can be made at any time.
Regulations 27a bis 29a: Since the Executive Board receives
a fixed remuneration and there are no executive employees
at Burgenland Holding Aktiengesellschaft, Regulations 27a to
29a are applicable only to a limited degree.
Regulation 37: The Chairman of the Supervisory Board
communicates with the Executive Board as a whole. The Com-
pany is a holding with a minor extent of operating business
activities. The Supervisory Board therefore refrained from
appointing a Chairman of the Executive Board (see justifica-
tion of Regulation 16). As this is not subject to any temporal
restrictions, changes can be made at any time. Coordination
of strategy, business development as well as risk management
with the full Executive Board has worked very smoothly given
the limited number of business transactions.
1) pursuant to §243c Austrian Commercial Code