The Austrian Corporate Governance Code provides Austrian companies limited by shares with an organizational framework for corporate management and monitoring. The aim of the Code is to facilitate responsible management and control of companies and corporate groups, with the focus on the sustained, long-term creation of value. The interests of everyone whose well-being is associated with the success of the company are protected in the most effective possible way as a result. A high degree of transparency for all of the stakeholders in the company is achieved with the Code.
The Austrian Corporate Governance Code includes not only the standard international principles of good company management but also the rules of Austrian company law that are important in this context. The Code includes the following rule categories: 1. Legal requirement (L): the rule is based on legal regulations that have to be observed. 2. Comply or explain (C): the rule is supposed to be observed, failure to do so must be explained and justified for it to be considered that the company is acting in compliance with the Code. 3. Recommendation (R): the rule has the character of a recommendation; failure to observe it neither has to be disclosed nor justified.
In its capacity as a listed company, BDI - BioEnergy International AG gives high priority to the rules of the Austrian Corporate Governance Code. In view of this, BDI issued a statement in accordance with the Austrian Corporate Governance Code of July 2012. This statement confirms that all the "L rules" (legal requirements) and all the "C rules" (comply or explain) are observed, with the following exceptions:
Rule 21: As an issuer whose shares have not been admitted for domestic trading on a regulated market, BDI is not covered by the compliance decree for issuers.
Rule 27: With respect to the specific aspects that non-financial criteria and the return of variable compensation elements are not stipulated in the contracts with the members of the BDI Management Board.
Rules 53 and 54: Half of the members of the Supervisory Board cannot be considered independent. However, they are longstanding advisers / consultants of the company who have important know-how and are key people responsible for the current and future success of the company’s business, so that their integration in the Supervisory Board is in the interests of the company. In addition to this, they must be considered economically independent because of the rest of their professional activities and their resources.
Rule 83: The viability of the risk management system is assessed in the context of the internal reporting procedure and the Management Board is notified directly. Specific reporting requirements make sure in addition that the audit committee and the Supervisory Board obtain an adequate insight into the viability of the risk management system.
BDI – BioEnergy International AG, The Management Board Grambach