Corporate Governance

The Austrian Code of Corporate Governance established a regulatory framework for the management and monitoring of Austrian stock corporations. In addition to containing customary international standards and the relevant regulations of the Austrian Stock Corporation, Stock Exchange and Capital Markets Acts, it is based on the recommendations of the European Union (EU) regarding the tasks of supervisory board members, the remuneration of directors and the principles set out in the OECD Guidelines on Corporate Governance.

The Code serves to bring about responsible management and supervision of individual entities and corporate groups, with the goal of creating sustainable added value in the long term. It aims to achieve a high level of transparency for all company stakeholders.

The Austrian Code of Corporate Governance, as amended, becomes valid when companies voluntarily undertake to comply with its principles. The version of the Code of Corporate Governance applicable to the year 2021 was published in January 2021 and can be downloaded from www.corporate-governance.at.

As an international, listed company, the Semperit Group undertakes of its own volition to comply with the Austrian Code of Corporate Governance and intends to comply with the Code in future or justify any deviations from it. Semperit AG Holding complies with all legally binding L-Rules (“legal requirements”). Unless otherwise stated, the relevant governing bodies and the company comply with the C-Rules (“comply or explain”). Explanation of C-Rule 64: Semperit does not possess any current shareholder identification for the reporting period, with the result that it cannot classify the shareholder structure by geographic origin and type of investor. 

Version: March 2022

• Thomas Cord Prinzhorn (Chairman)

• Stefan Fida (Deputy Chairman)

• Stephan Büttner

• Klaus F. Erkes 

• Birgit Noggler

• Marion A. Weissenberger-Eibl

• Monika Mueller

• Michael Schwiegelhofer

• Markus Stocker

Proprietary transactions by members of the Executive Board or the Supervisory Board in the company’s shares or debt instruments, or related derivatives and/or financial instruments, are published in accordance with Article 19 of the Market Abuse Regulation:
http://issuerinfo.oekb.at/startpage.html

Information on directors’ dealings prior to 3 July 2016 is available here:
https://www.fma.gv.at/en/capital-markets/disclosure-requirements/directorsdealings

In accordance with C-Rule 62 of the Austrian Corporate Governance Code, the Semperit Group commissioned an external organisation to evaluate its compliance with the stipulations contained in the code and the accuracy of the associated public reporting for 2022. This evaluation, which was performed by Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H., did not identify any facts inconsistent with the declaration of the Executive Board and Supervisory Board found in the 2022 Corporate Governance Report with respect to its compliance with the C Rules of the Austrian Corporate Governance Code. In accordance with C-Rule 62, a new evaluation is planned for the year 2025.