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members of supervisory boards not holding
seats on the boards of other companies that
compete with the company in question. As
almost 80% of Investkredit Bank AG’s shares in
2004 were in the hands of the big Austrian
banks, it is natural that they should have exercised
their rights as shareholders to appoint
members of the boards of management of their
banks as members of the Supervisory Board.
> Rule 51 (Qualifications of Members and Composition
of the Supervisory Board) of the Code
limits the number of members of the Supervisory
Board (excluding employees' representatives)
to a maximum of ten. The number of
shareholders' representatives in Investkredit
Bank AG's Supervisory Board in the year under
review stood at fourteen. There are various reasons
for this: the Syndicate Agreement basically
foresaw a seat for every shareholder owning
8% or more of the shares. Those banking
groups with a multiple of this percentage provided
a correspondingly higher number of
members to the Supervisory Board. The Chairman
of the Supervisory Board has to be a neutral
personality who is not particularly close to
any of the banks owning shares. Although only
13%, i.e. less than 25%, of the shares were in
the free float, Heinz Kessler has represented
these shareholders for many years on the
Supervisory Board. For historical reasons, two
representatives of Austria's state-run organisations
for granting subsidies to companies have
also been on the Supervisory Board.
Investkredit Bank AG has fully implemented the
Code’s C, L and R Rules listed under the sections
“Investor Relations and the Internet” and “Audit
of the Financial Statements” in the chapter on
“Transparency and Auditing”. Investkredit Bank AG
also complies, with one exception (R 31: separate
reporting on the compensation paid to each
member of the Board of Management), with all of
the Code’s other Recommendations. When there
are only two members on the Board of Manage-
MANAGEMENT REPORT / RESPONSIBILITY
ment, a breakdown of their pay would not be
material information.
In compliance with Rules 39 ff of the Code, the
Balance Sheet Committee deals each year in
depth with the results of the previous financial
year prior to the Supervisory Board meeting to
approve the balance sheet and makes a recommendation
to the Supervisory Board to agree to
the proposal by the Board of Management that the
annual financial statements be approved.
There were no reports of share transactions by
members of the Supervisory Board or of the Board
of Management in the year under review. Such
transactions must be reported to the Financial
Markets Supervisory Authority under the Austrian
Stock Exchange Act.
There is more information about corporate governance
on the Internet under www.investkredit.at
Report on personnel and
social issues
Headcount rose by 88 to 503
As at 31 December 2004, there were 503 employees
at the Investkredit Group (not counting members
of the Board of Management and those on
maternity leave), 21% more than in the previous
year. Above all, it was the
expansion into the enlarged
European core market that was
the reason for this growth. The
proportion of female employees in the Investkredit
Group stands at 55% and that of part-time staff
with contracts varying between 26% and 90% of
normal working hours at 11% or 56 people. Converted
to normal working hours, this gives a
notional headcount of 454 compared to 378 in the
previous year. An average age of around 36 shows
how dynamic the recent past has been. Low fluctuation
and working relationships intended to be
INVESTKREDIT – AN
ATTRACTIVE EMPLOYER
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