Disclosure regarding Corporate Governance and Remuneration pursuant to § 65a Austrian Federal Banking Act (BWG)
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. To ensure compliance with the statutory requirements that have to be met in respect of personal integrity, professional qualification, necessary experience and sufficient time-based availability of members of the Management and Supervisory Board as well as of key function holders (Fit & Proper requirements), Addiko Bank AG has issued a Fit & Proper policy including both, a defined strategy for selection and the process for the suitability assessment. Addiko Bank AG has set up a Fit & Proper Office in order to obtain, prepare and store all documents and information and provide support for the management and the Nomination Committee. All members of the Management and Supervisory Board as well as all key function holders have been subject to a Fit & Proper evaluation. Aptitude is constantly ensured by means of regular training and education measures.
2. Disclosure pursuant to § 29 BWG and § 39c BWG (Nomination Committee and Remuneration Committee)
Although a mandatory formation of a permanent Nomination Committee and Remuneration Committee is not required pursuant to § 29 and § 39c BWG, Addiko Bank AG has established a Nomination and Remuneration Committee in line with the Corporate Governance Code.
The tasks and functionality of the Nomination and Remuneration Committee are set out in their rules of procedure. In particular, the Nomination Committee is responsible for the proposal of management and supervisory board members as well as their fit & proper qualification. The remuneration Committee is responsible for the supervision of the remuneration policy, remuneration practices and remuneration-related incentive structures.
3. Information on compliance with §§ 39b BWG as well as the Annex to § 39b BWG (remuneration policy)
The principles of the Addiko Bank AG remuneration policy are defined both for variable and for fixed remuneration in relevant guidelines (Group Remuneration Policy). These guidelines are reviewed and updated on a regular basis. 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.
4. Disclosure pursuant to § 64 (1) No. 18 and 19 BWG
The information related to these provisions are disclosed in the notes to the annual report and are therefore reviewed by the auditors in the course of the legal audit requirements. The annual reports are available on Addiko Bank AG´s website in the section Investor Relations/Financial Reports.