IMMOEAST Annual Report 2006/07

52 IMMOEAST Annual Report 2006/07
Full attendance at all all meetings,
four of of five Supervisory Board
members declare
their independance
No remuneration for the
Executive Board due to
management management contract
Members of the Supervisory Board
Helmut Schwager, born 14 November 1943
Chairman of the Supervisory Board. First appointed on 3 September 2001, current term ends with
the annual general meeting in 2010. Member of the Managing Board of Constantia Packaging AG.
Positions on the supervisory boards of other listed companies: member of the Supervisory Board
of IMMOFINANZ AG.
Wolfgang Reithofer, born 30 December 1948
Vice-Chairman. First appointed on 3 September 2001, current term ends with the annual general
meeting in 2010. Chief Executive Officer of Wienerberger AG. No other positions on the supervisory
boards of listed companies.
Christian Böhm, born 20 September 1958
Member. First appointed on 9 October 2003, current term ends with the annual general meeting in
2010. Chairman of the Managing Board of APK-Pensionskasse AG. No other positions on the supervisory
boards of listed companies.
Herbert Kofler, born 14 May 1949
Member. First appointed on 9 October 2003, current term ends with the annual general meeting
in 2010. Professor and Head of the Department for Business Finance and Taxes at the University of
Klagenfurt. No other positions on the supervisory boards of listed companies.
Audit Committee and activities of the Supervisory Board
The Supervisory Board created an Audit Committee to deal with issues concerning the accounting
and audit of the company and the group. The members of this committee are Herbert Kofler (Chairman),
Wolfgang Reithofer and Christian Böhm. Helmut Kofler has been designated as the financial
expert in accordance with the provisions of the Austrian Corporate Governance Code. The rules of
procedure for the Supervisory Board call for the creation of additional committees only when this
body has more than six members.
The Supervisory Board held four meetings during the 2006/07 financial year; all members of the
Supervisory Board were present at every meeting. The financial position and corporate strategy as
well as important events and investments were discussed at these meetings. In addition, the Chairmen
of the Executive Board and Supervisory Board conferred regularly on major events and decisions
between the meetings. The approval of the Supervisory Board was requested for all investment and
sale decisions after written and verbal reports had been provided. The members of the Supervisory
Board have defined criteria for independence in accordance with the guidelines established by the
Austrian Corporate Governance Code. Every member of this body evaluated his position and, with
the exception of Helmut Schwager, all members are considered to be independent.
Remuneration
Based on the management contract with Constantia Privatbank, the members of the IMMOEAST
Executive Board do not receive any remuneration from the company. The remuneration for the Supervisory
Board is determined by the annual general meeting, and equalled TEUR 97.5 in 2006/07 (for
work performed by the Supervisory Board during 2005/06). Details are provided in the notes to
the financial statements on page 233. The members of the Executive Board and Supervisory Board
owned a total of 295,345 IMMOEAST shares as of 30 April 2007 (558,631 shares as of 31 July 2007).
No options have been issued for IMMOEAST shares. Information on the purchase and sale of the
company’s shares by members of the Executive Board and Supervisory Board is provided on the
IMMOEAST website www.immoeast.com under “Directors´ Dealings”.