Annual Report 2005/06 - voestalpine

With regard to Rule 49 of the Code, the Supervisory
Board approved the function of
the law firm Binder Grösswang Rechtsanwälte,
in which Supervisory Board member
Dr. Michael Kutschera is a partner, as legal
counsel of voestalpine AG for the issues of
forced labor and restitution, for a financing
project, for legal questions in connection
with the issue of the convertible bond, for
questions of company law and trademark
rights, as well as for various individual
questions. The fees for this case work are
the normal hourly rates of the law firm
Binder Grösswang Rechtsanwälte, which
are between EUR 200 and 390 per hour. The
total of the fees paid to the law firm Binder
Grösswang Rechtsanwälte during the
2005/06 business year was EUR 149,498,
net.
All of the members of the Supervisory Board
who were elected by the Annual General
Shareholders’ Meeting have confirmed that
they consider themselves to be independent
based on the criteria set forth by the Supervisory
Board (Rule 53). These criteria for
independence can be viewed on the company
website (www.voestalpine.com).
Furthermore, with the exception of Dr. Ludwig
Scharinger, who represents the shareholder
OÖ Invest GmbH & Co OEG, and
Dr. Josef Peischer, who represents the
voestalpine employees’ private foundation
(employee shareholding scheme), no member
elected by the Annual General Shareholders’
Meeting is a shareholder with an
investment of more than 10% or represents
the interests of such a shareholder (Rule 54).
The Corporate Governance Code provides
for a regular external evaluation of compliance
with the Code. This evaluation was
carried out by the Group’s auditors during
the audit of the 2005/06 financial statement.
As a result of this evaluation, the auditor
has determined that the declaration given
by voestalpine AG with regard to compliance
with the 2006 version of the Corporate
Governance Code, taking into account the
reservation contained in the declaration,
conforms to the actual conditions and/or
facts.
The confirmation that the external evaluation
was carried out can also be viewed on the
voestalpine ag website.
* The Corporate Governance Code contains the following rules: “L Rules” (= Legal) are measures prescribed by law;
“C Rules” (= Comply or Explain) must be justified in the event of non-compliance; “R Rules” (= Recommendations)
are recommendations only.
The Company
Annual Report 2005/06
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