corporate governance codex.
Declaration by the Management Board and by the Supervisory Board of UBM Development AG regarding compliance with the Austrian Corporate Governance Code
The Executive Board and the Supervisory Board of UBM Development AG do hereby declare that they respect the Austrian Corporate Governance Code in the applicable version and are committed to its objectives without reservation.
It is a key objective of UBM Development AG to carry out the standards of responsible and sustainable corporate management continuously. UBM Development AG is committed to the Austrian Corporate Governance Code in the applicable version and will make every possible effort to comply fully with all the provisions of the Austrian Corporate Governance Code. Should there be any deviations from the Austrian Corporate Governance Code, every deviation will be explained with sufficient clarity and comprehensively.
According to the provisions of the Austrian Corporate Governance Code, the Executive Board and the Supervisory Board of UBM Development AG do therefore declare that:
- The Executive Board provides information regularly, promptly, and comprehensively (and on important occasions, immediately) to the Supervisory Board regarding all relevant questions of business development, including the risk situation and risk management of UBM Development AG and essential group companies;
- The Executive Board informs the Supervisory Board immediately of circumstances of considerable importance to the profitability or liquidity of the company;
- Company management follows the principles of good corporate governance within the framework of open discussions between the Executive Board and the Supervisory Board, and within the Executive Board and the Supervisory Board;
- The Executive Board coordinates the strategic direction of UBM Development AG and its group of companies with the Supervisory Board and discusses the implementation of the strategy with it at regular intervals.
Comply or Explain catalogue
C Rule 27
The remuneration of the Management Board members consists of fixed and variable components. The variable components are exclusively related to annual EBT for a single business year. There are no non-financial criteria that have a significant influence on the variable remuneration. Concerns about objectivity and clear traceability should thereby have been satisfied.
C Rule 27a
At present the contracts with the Management Board members do not contain an express regulation stating that severance payment for premature termination from the Board without cause may not exceed two times the total annual compensation and may not amount to more than the remainder of the contractual term. In addition, they do not expressly specify at present that no severance payment shall be made upon premature termination of a Management Board contract with good cause. The Management Board contracts do not contain any stipulations under which the circumstances of leaving the Company and the economic state of the Company should be considered upon the premature departure of a Management Board member. Adherence to the rules of the Austrian Code of Corporate Governance was not yet a focal point when the existing Management Board contracts were concluded. In order to promote equal treatment, adherence to this rule was also not adopted for the newly concluded Management Board contract of the Chief Financial Officer.
C Rule 38
The job profile and the procedure for appointing Management Board members is defined on a case-by-case basis. When a Management Board member is to be appointed, the Supervisory Board defines a job profile, whereby particular attention is paid to the candidate’s qualifications, experience and industry knowledge. In the interests of the Company, a formally defined appointment procedure and a general job profile is not used, as this could exclude candidates from being appointed as Management Board members despite exceptional qualifications and outstanding industry knowledge.
C Rule 39
Establishing an emergency committee appears unnecessary in view of the homogenous business activities practised by UBM Development AG, as well as the comparatively low number of Supervisory Board members. The option of circular resolutions may be used in urgent cases.
C Rule 49
The conclusion of contracts with members of the Supervisory Board in which such members are committed to the performance of a service outside of their activities on the Supervisory Board for the Company or a subsidiary for a remuneration not of minor value is subject to approval by the Supervisory Board in line with the law. The Company will, however, refrain from publishing these details due to related operational and business confidentiality issues. In any case, the notes to the consolidated financial statements of UBM Development AG show disclosures on related party transactions, which contain the remuneration for services by companies in which the Supervisory Board members hold a position and/or an interest outside of their activities on the Supervisory Board of UBM Development AG.
Criteria of Independence according to the Austrian Corporate Governance Code
(1) According to Rule 53, a member of the Supervisory Board is considered independent when he/she does not have a business or personal relationship with the company or its Executive Board that would constitute a material conflict of interest and would therefore be capable of influencing the conduct of the member.
(2) Based on Point (1), the Supervisory Board of UBM Development AG does hereby establish the criteria for independence as follows:
(a) During the past five years, no member of the Supervisory Board has been a member of the Executive Board nor in a management position at UBM Development AG or at one of its subsidiaries.
(b) No member of the Supervisory Board maintains, or did maintain during the last year, a business relationship with UBM Development AG or one of its subsidiaries that is of any importance to the member of the Supervisory Board. This also applies to business relationships with companies in which the member of the Supervisory Board has significant financial interest, but not to the fulfilling of an executive role in the group of companies. Group matters and the mere exercise of the work of a member of the Supervisory Board or Managing Director by a member of the Supervisory Board do not normally lead to the company in question being considered a “company in which a member of the Supervisory Board has significant financial interest”, unless circumstances justify the presumption that the member of the Supervisory Board gains direct personal benefit from a transaction with these companies. The approval of individual transactions by the Supervisory Board according to Rule 48 does not automatically lead to a qualification as not independent.
(c) During the past three years, no member of the Supervisory Board was an auditor of UBM Development AG or stakeholder or employee of the auditing firm performing the audit.
(d) No member of the Supervisory Board is a member of the Executive Board of another company in which a member of the Executive Board of UBM Development AG is a member of the Supervisory Board.
(e) No member of the Supervisory Board is a member of the Supervisory Board for more than 15 years. This does not apply to members of the Supervisory Board that are shareholders with a capital participation or that represent the interests of such shareholders.
(f) No member of the Supervisory Board is a close family member (direct descendant, spouse, life partner, parent, uncle, aunt, sibling, niece, nephew) of a member of the Executive Board of UBM Development AG or of persons that are in one of the positions described in the foregoing points a) to e).