Erste Bank JPMorgan Merrill Lynch International

Human Resources Committee (committee for matters regarding the management board)
The human resources committee deals with the human resources-related matters of the management
board, including planning for their succession. The human resources committee establishes the
terms of employment contracts with members of the management board as well as their
remuneration.
The current members of the human resources committee are:
KR Dkfm. Klaus Stadler
KR Dr. Karl Skyba
The presence of at least three committee members forms a quorum. If the committee is
composed of less than three members, all of its members must be present. The employee representatives
in the supervisory board have the right to nominate members to the supervisory board
committees with seats and votes prorated according to the ratio of their representation on the
supervisory board. This does not apply for committees handling matters related to contractual
relations between Wiener Städtische AG and the members of the management board, with the
exception of resolutions on the appointment or removal from office of a member of the management
board as well as on the granting of stock options of Wiener Städtische AG.
Corporate Governance
The Austrian Corporate Governance Code (the “Code”) creates a body of rules and regulations
for responsible management and guidance of companies in Austria. Its objective is to create sustained
and long-term value and to increase transparency for all shareholders. The law forms the basis of the
Code, in particular, provisions of the Austrian stock corporation law, stock exchange law and capital
markets law as well as the OECD-rules on corporate governance.
The Code encompasses three categories of rules. A rule that is a “legal requirement” means that
the rule is based on mandatory legal provisions. A “comply or explain” rule means that the rule must
be observed; any deviation must be stated and explained in order to be in compliance with the Code.
In the case of a “recommendation”, lack of adherence does not have to be disclosed or explained.
To a large extent, Wiener Städtische AG is in compliance with the provisions of the Code in the
June 2007 version. Wiener Städtische AG deviates from the recommendations of the Code concerning
“comply or explain” rules and one of the “recommendation” rules as indicated below:
Rule 38 and Rule 57 – Comply or explain
Rule 38: The supervisory board shall define a requirement profile for members of the management
board that takes into account the enterprise’s business focus and its situation, and shall use this
profile to appoint members of the management board in line with a predefined appointment procedure.
Furthermore, the supervisory board shall also pay due attention to the issue of successor planning.
Nominations to the management board for the last time must be made before the age limit defined in
the internal rules or in the articles of incorporation is reached by the potential nominee.
Rule 57: A person holding a position on the management board of a listed company may not hold
more than four positions on the supervisory boards (with the position of the chairperson counting as
two positions) of stock corporations that do not belong to the group. Major shareholdings are not
considered to be non-group companies. An appointment as a supervisory board member must be
made for the last time before the age limit defined in the internal rules or the articles of incorporation
is reached by the potential appointee.
Explanation: In the opinion of Wiener Städtische AG, age alone is not a criterion which would
justify general exclusion from holding a position in an executive body. Because experience is a highly
valuable qualification and age is a very individual measure, setting such an age limit does not appear
to be reasonable. Therefore, no fixed upper age limits have been set either for nomination to the
management board or to the supervisory board of Wiener Städtische AG. In the selection of members
for the management board and the supervisory board, emphasis is placed primarily on the best
possible personal and professional qualifications.
176