Corporate Governance Report

Responsible and transparent company management is very important to BDI – BioEnergy International AG. Since its IPO in September 2006, BDI has therefore been committed to compliance with the latest version of the Austrian Corporate Governance Code.

Management Board and Supervisory Board

The Management Board and the Supervisory Board share the same goal: to increase corporate value. BDI – BioEnergy International AG's success in achieving this objective in future depends on close co-operation. The Management Board therefore keeps the Supervisory Board up to date about business and industry developments by providing it with regular reports. Negative developments and deviations from targets are identified immediately and discussed accordingly as a result.

Members of the Management Board

The members of the Management Board of the company are not members of the Supervisory Boards of other companies in Austria or abroad and do not exercise comparable functions at such companies either.

Compensation paid to the Management Board

The criteria for determining the appropriateness of Management Board compensation are, in particular, the assignments of the member in question, his/her personal performance and the performance of the Management Board as a whole as well as the economic situation, success and future prospects of the company. The Management Board compensation system is reviewed by the Supervisory Board on a regular basis. Management Board compensation consists of fixed and variable components. The variable part is based on the operating result (EBIT), has a maximum limit and is sustainable because of long term incentives. 50% of the variable compensation is distributed immediately, whereas the remaining 50% will be distributed after further success in the following years.

The total compensation paid to the members of the Management Board of BDI – BioEnergy International AG in 2012 amounted to € 503 000 (previous year: € 1.297 million). The fixed compensation totalled € 387 000, while the variable compensation[1] totalled € 170 000. The current contracts with the Management Board do not include any company old-age pension benefits.

Like all the senior executives of the Group, the members of the Management Board and the Supervisory Board have D&O insurance coverage of a standard size. The Management Board does not have any entitlements or claims above and beyond the Management Board contract in the case of contract terminations.

[1] The variable compensation is paid in the following year, since the extent to which targets have been reached cannot be determined until the end of a year. This means that the figures quoted for the variable compensation paid to the members of the Management Board in 2012 are for the 2011 fiscal year.

Members of the Supervisory Board

The Supervisory Board has appointed an Audit Committee, to which all the members of the Supervisory Board belong at the present time, in order to monitor the accounting process and the work done by the auditor of the annual financial statements as well as to review and prepare the adoption of the annual financial statements. The Supervisory Board of BDI – BioEnergy International AG consists in total of four members:

The Supervisory Board of BDI – BioEnergy International AG held five Supervisory Board meetings and one other formal meeting in the 2012 fiscal year. In the context of the official reporting system and in extensive reports presented at all the meetings, the Management Board kept the Supervisory Board informed about the business and financial development of the Group and its equity interests, strategy, the personnel situation and investment projects as well as process and risk management.

The audit committee established by the Supervisory Board held two meetings in the past fiscal year to review the financial statements and consolidated financial statements and to prepare the adoption of the financial statements, on the one hand, and to review the internal processes and control systems, particularly project controlling, on the other hand.

Compensation paid to the Supervisory Board

The members of the Supervisory Board receive appropriate compensation for their activities, in accordance with § 14 of the articles of association of BDI – BioEnergy International AG. The size of this compensation is specified annually by a resolution passed by the Annual Shareholders’ Meeting. The members of the Supervisory Board are entitled to reimbursement of their out-of-pocket expenses and to appropriate payment for attending meetings. The compensation paid to the members of the Supervisory Board amounted to € 54 000 in the 2012 fiscal year (previous year: € 53 000).

Dr Gunter Griss (Chairman of the Supervisory Board) provided the company with legal consultancy services in the context of the activities of the law firm Griss & Partner based on standard market rates. The services provided to the company amounted to EUR 52 000 in 2012 (2011: EUR 87 000).

25.0025% of VTU Holding GmbH, in which Dr Koncar holds an interest of 18.34%, were acquired on 01.01.2008.

Activities taken to guarantee equal opportunities for women

As a company that operates sustainably, BDI – BioEnergy International AG focusses on such socially relevant issues as equal opportunities at the workplace. BDI confirms in this context that equal opportunities for women and men are a fundamental rule at the company. There are no differences between the salaries paid to men and women with the same qualifications doing equivalent jobs.

A woman (Dagmar Heiden-Gasteiner) was appointed to be a member of the Management Board of BDI – BioEnergy International AG with effect from 1.1.2009. BDI is as a result one of the few companies with a stock market listing at which a woman holds a senior management position.

Women account for about 42% of total staff, which gives BDI a very good position in the industry.

BDI – BioEnergy International AG, The Management Board Grambach

Dr. Edgar Ahn, m.p.    Dagmar Heiden-Gasteiner, MBA, m.p.            Markus Dielacher, MSc, m.p.