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The credit committee of the Supervisory Board is responsible
for approving loans above a specified amount and for overseeing
Bank Austria Creditanstalt’s risk position. As part of its
responsibility for overseeing risk management, the credit
committee discusses the structure of the loan portfolio and
principles of risk policy, and reports to the Supervisory Board.
Managing Board
In 2005, the Managing Board comprised seven members until
Wolfgang Haller, Deputy Chairman of the Managing Board,
resigned from the Managing Board with effect from 5 September
2005; thereafter the Managing Board had six members.
The Managing Board is responsible for daily business.
Responsibilities are laid down explicitly and reflected in the
bank’s organisational structure.
Shareholders and General Meeting
At the General Meeting, shareholders pass resolutions, including
those on the appropriation of profits, on the approval of
the acts of the Managing Board and the Supervisory Board
and on the election of shareholders’ representatives to the
Supervisory Board. The opening of the Annual General Meeting
by the Chairman of the Supervisory Board and the speech
given by the Chairman of the Managing Board are broadcast
live on the Internet.
Pursuant to the Bye-laws, Bank Austria Creditanstalt has no
shares without voting rights and each shareholder can exercise
his voting rights on the principle of “one share one vote”,
either in person or by proxy.
“Privatstiftung zur Verwaltung von Anteilsrechten” (a private
foundation) and “Betriebsratsfonds des Betriebsrates der
Angestellten der Bank Austria Creditanstalt AG Großraum
Wien” (the Employees’ Council Fund of the Employees’ Council
of Bank Austria Creditanstalt AG in the Vienna area) hold a
total of 10,100 registered shares. These shares must be represented
at a General Meeting for the adoption of resolutions
approving specific restructuring measures and specific changes
in the Bye-laws (Article 20 of the Bye-laws). In accordance
with Rule 61 of the Austrian Code of Corporate Governance
2005, we disclose the existence of a syndicate agreement
between our majority shareholder HypoVereinsbank and
Privatstiftung zur Verwaltung von Anteilsrechten.
Compliance and Code of Conduct
In addition to legal provisions, regulations and voluntary commitments
which contain rules for corporate governance
through owners, management and control, there are compliance
rules and a code of conduct which is binding for all staff.
These codes are based on the legal framework and on universal
ethical principles, and they provide guidelines for fair business
practices and irreproachable behaviour on the part of our
staff. We pay particular attention to controlling banking transactions
by staff in order to avoid, through clear rules, any grey
areas of insider trading and market manipulation.
Directors’ dealings are published on the website of the Austrian
Financial Market Authority (FMA). In addition to the new
provisions, applicable from 1 January 2005, of the Austrian
Stock Exchange Act implementing the EU Directive on insider
dealing and market manipulation, the rules of the Austrian
Issuer Compliance Regulation, which now also applies to listed
banks, effective as from 2 May 2005 have also been implemented.
Evaluation
The evaluation of adherence to the Austrian Code of Corporate
Governance by Bank Austria Creditanstalt in the 2005
financial year was carried out by Univ. Prof. DDr. Waldemar
Jud Unternehmensforschung GmbH. The evaluation showed
that Bank Austria Creditanstalt complied with the rules of the
Austrian Code of Corporate Governance 2005 in the 2005
financial year – in as far as the rules were contained in
Bank Austria Creditanstalt’s declaration of compliance – with
the exception of the timely publication of the financial
calendar for the 2006 financial year on the company’s website.
During the evaluation period some rules did not apply to
Bank Austria Creditanstalt. The evaluation report is available at
http://ir.ba-ca.com > Corporate Governance.
Corporate Governance 177