annual financial statement 2011 - conwert Immobilien Invest SE

INTRO | MANAGEMENT REPORT |
| FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
Corporate Governance
PROMOTION MEASURES IN ACCORDANCE WITH § 243B PARA. 2
OF THE AUSTRIAN COMMERCIAL CODE
In accordance with § 243b para. 2 (2) of the Austrian Commercial Code as amended, measures
taken to promote women in the Executive Board, the Administrative Board and management
positions of the company must be disclosed as defined in § 80 of the Stock Corporation Act. conwert
states that women and men are equally promoted on a performance-related basis and the
company has no special programme to promote women. However, at the 10th Annual General
Meeting held on 20 May 2011, two women, Kerstin Gelbmann and Eveline Steinberger-Kern, were
elected to the Administrative Board. For the first time since the establishment of conwert, 40% of
the financial experts in the Administrative Board are women.
INSURANCE
conwert has concluded directors‘ and officers‘ insurance to cover the members of its corporate
bodies (Executive Board, Administrative Board, managing directors). The costs for this insurance
are carried by the company.
EXTERNAL EVALUATION
In accordance with rule 62 of the CGC, conwert had the compliance with the Austrian Corporate
Governance Code evaluated by Univ. Prof. DDr. Waldemar Jud Corporate Governance Forschung
CGF GmbH for the financial year 2011. The report is available for download at www.conwert.at
under menue item “Corporate Governance / External examination”.
COMPLIANCE
conwert Immobilien Invest SE (until 2007 conwert Immobilen Invest AG) prepared a compliance
guideline in accordance with the requirements of the Austrian Stock Exchange Act and the Issuer
Compliance Guideline in 2002, which is designed to prevent the misuse and distribution of inside
information and information relevant to compliance.
In addition, the compliance guideline of conwert was revised in the year 2011, and legal requirements
which only became effective at the beginning of 2012 and are more restrictive, especially
with a view to compliance-relevant information, were already implemented in 2011.
conwert is one of a few ATX companies to proactively adapt the compliance guideline accordingly.
conwert is defined as a permanent confidentiality area. Other persons who work for conwert as
well as persons who have access to inside information within specific projects are required to
observe the provisions of the compliance guideline.
conwert holds regular training courses for key managers and persons who work in classified
units. These programmes are designed to familiarise employees with the compliance guideline,
and thereby ensure the conscious and responsible handling of confidential information. In addition,
blackout periods and a prohibition on trading prior to sensitive corporate events (e.g. annual and
quarterly closings, capital increases) were defined and a compliance officer appointed.
In accordance with the Austrian Corporate Governance Code and the Austrian Stock Exchange Act,
the purchase and sale of conwert shares by key employees is disclosed on the company’s website
and also reported to the Austrian Financial Market Authority.
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