Corporate Governance at Wienerberger
Responsible corporate governance and oversight is very important to Wienerberger. We are committed to following the Austrian Code of Corporate Governance.
Uwe Strasser
Wienerberger AG embraces approaches to responsible governance and oversight, which focus on creating value. This is fundamental to increasing the value of the company in the long-term. Austrian Law, the Austrian Code of Corporate Governance, statutes, the procedural rules of the different corporate bodies, as well as internal policies together form the basis of this framework.
Governance and Oversight
Our lean organisational structure enables decisions to be made quickly and ensures efficient communication channels. The managing board and senior management work closely together to establish Wienerberger’s strategic direction and long-term allocation of capital. Our work is carried out by experienced and qualified local management teams. The supervisory board monitors all key strategy projects. As well as providing oversight and guidance, the supervisory board also acts in an advisory capacity. It is also responsible for the budget, strategy, overall development of the business, as well as risk and human resource management.
In October 2002, Wienerberger was one of the first Austrian companies to commit to the Austrian Code of Corporate Governance. This Code sets out strict policies on corporate governance and oversight, as well as transparency. Wienerberger meets all of the recommendations put forward in this Code.
Tax Transparency
As a leading international company operating in 30 countries in Europe, North America and India, we are aware of the responsibilities that are part of a "Good Corporate Citizen". With Wienerbergers decentralized business model we put great emphasis on principales and values that are mostly based on our ESG policy. We ensure that all direct and indirect taxes payable by Wienerberger are paid in the countries where our entities are based and where added value is created. To this end, we consider ourselves bound to ethical and transparent business practices and strictly adhere to legal regulations set by national legislators. More detailed information can be found here: Tax Transparency Statement.
2018/2019 Evaluation process
Wienerberger regularly reviews the Company’s overall governance structure and processes as part of its ongoing efforts to continually improve the oversight of the business. Topics that were assessed during the most recent review included, but were not limited to, Company strategy and the interlinkage with governance; the Supervisory Board’s composition, role and processes; refreshment process for the Supervisory Board and remuneration.
Remuneration Report and Policy
The annual remuneration report combines the policies for the remuneration of Wienerberger AG’s managing board and its supervisory board. It elaborates on the size and composition of their salaries and provides information on the shares held by the managing and the supervisory boards. You can find the latest report here: Wienerberger Remuneration Report 2019.
More information on this topic can be found in the documents on the issue of Remuneration Policy of the Supervisory Board and Management Board as well as Annex A to the Remuneration Policy for the Managing Board of Wienerberger AG. The Remuneration Policy was adopted in the course of the 151st Annual General Meeting and is valid from 2020 - 2024. Further information on the resolutions can be found here: 151st Annual General Meeting.
Shareholdings by the managing and supervisory boards
Wienerberger’s managing and supervisory boards freely publish information regarding their ownership of Wienerberger’s shares. The company and the Financial Market Authority will be informed any time the company’s financial instruments are bought or sold by members of the managing and supervisory boards, in accordance with Article 19 of the (EU) Regulation No. 596/2014.
| 01/01/2020 | Buying | Selling | 17/04/2020 | ||
|---|---|---|---|---|---|
| The Managing Board | Heimo Scheuch | 154,343 | 10,828 | - | 165,171 |
| Carlo Crosetto 1) | - | - | - | - | |
| Solveig Menard-Galli | 663 | 3,828 | - | 4,491 | |
| Harald Schwarzmayr | 3,891 | - | - | 3,891 | |
| Supervisory Board | Peter Johnson | - | 5,225 | - | 5,225 |
| Regina Prehofer | - | - | - | - | |
| David Davies | 2,280 | - | - | 2,280 | |
| Caroline Grégoire Sainte Marie | 400 | - | - | 400 | |
| Peter Steiner | 2,100 | - | - | 2,100 | |
| Christian Jourquin | - | - | - | - | |
| Myriam Meyer | 1,000 | - | - | 1,000 | |
| Oswald Schmid | - | 7,500 | - | 7,500 | |
| Gerhard Seban 2) | - | - | - | - | |
| Wolfgang Wallner 2) | - | - | - | - | |
| Claudia Schiroky 2) | 7 | 23 | - | 30 | |
| Total | 164,684 | 27,404 | - | 192,088 |
Code of Conduct for Lobbying Activities
Facilitating dialogue with political and commercial decision-makers is an important part of our corporate governance. We use the following eight principles, in accordance with the Lobbying and Advocacy Transparency Law (LobbyG, Lobbying- und Interessenvertretungs-Transparenz-Gesetz) as the basis for our lobbying activities. This Code of Conduct applies to all bodies, as well as employees, of Austrian companies, where Wienerberger AG holds the majority of its shares.
Here, you can find the list of Wienerberger AG’s lobbying: the Public, Austrian Lobbying and Advocacy Register.
