Corporate Governance and Remuneration
Disclosure pursuant to § 65a Austrian Federal Banking Act (BWG) (Corporate Governance and Remuneration)
Pursuant to § 65a BWG, Addiko Bank AG must disclose on its website the manner in which it complies with the provisions of §§ 5 (1) No. 6 to 9a, 28a (5) No. 1 to 5, 29, 39b, 39c, 64 (1) No. 18 and 19, and the Annex to § 39b.
1. Information on compliance with § 5 (1) No. 6 to 9a BWG and § 28a (5) No. 1 to 5 BWG (Fit & Proper)
These provisions codify requirements with regard to personal reliability, professional qualification, necessary experience and sufficient availability in terms of time of members of the Management and Supervisory Board (Fit & Proper requirements). In order to ensure compliance with the statutory requirements, Addiko Bank AG has issued a Fit & Proper policy including defined strategies for selection and the process for the suitability assessment of members of the Management and Supervisory Boards as well as key positions. Criteria for the assurance of suitability, the required records and the process for suitability assurance as well as non-scheduled re-evaluation are documented. Aptitude is constantly ensured by means of regular training and education measures.
2. Disclosure pursuant to § 29 BWG (Nomination Committee)
The formation of a permanent Nomination Committee pursuant to the requirements of § 29 BWG is provided for in the Addiko Bank AG Articles of Association. The tasks as well as the functions of the committee are determined in the Rules of Procedure for the Supervisory Board. The Nomination Committee is responsible particularly for making proposals for the selection of members of the Management and Supervisory Board as well as their suitability assessment in accordance with the criteria referred to in Section 1.
3. Information on compliance with §§ 39b and c BWG as well as the Annex to § 39 c BWG (remuneration policy)
The principles of the Addiko Bank AG remuneration policy are defined both for variable and for fixed remuneration in relevant guidelines (Remuneration policy, Guidelines for variable remuneration, definition of risk-takers). These guidelines are reviewed and updated where necessary every year. Fundamental principles of Addiko Bank AG's guidelines include, for example, a balanced ratio of fixed and variable parts of remuneration, securing of risk adequacy and sustainability in the remuneration policy and of the correlation between performance and compensation. The Group Remuneration Policy regulates the remuneration policy and practice within the entire group.
The formation of a permanent Remuneration Committee pursuant to the requirements of § 39c BWG is provided for in the Articles of Association of HYPO GROUP ALPE ADRIA AG. The tasks as well as the functions of the committee are determined in the Rules of Procedure for the Supervisory Board. The Remuneration Committee is responsible particularly for monitoring the remuneration policy and the remuneration-related incentive structures. The Remuneration Committee holds a meeting at least once per year. In the Rules of Procedure of the Management Board and the Supervisory Board, Addiko Bank AG has further committed to comply with the provisions of the Federal Public Corporate Governance Code.
4. Disclosure pursuant to § 64 (1) No. 18 and 19 BWG
In the course of the preparation of the financial statements it is ensured that additional disclosures required in accordance with the statutory regulations are included in the notes to the annual accounts and thus are reviewed by the auditors in the course of the legal audit requirements.