Corporate Governance at Wienerberger
Responsible Corporate Governance and oversight is very important to Wienerberger. We are committed to highest national and international governance standards.
We are committed to the value-oriented and responsible management of the Wienerberger Group. This is an essential prerequisite for the implementation of the corporate strategy and the achievement or our corporate targets: the sustainable increase in enterprise value in accordance with ecological, social and economic aspects. As a listed company with international operations, Wienerberger undertakes to observe strict principles of good corporate governance and transparency and to pursue the further development of an efficient system of corporate control. We always act within the framework of Austrian law, the Austrian Corporate Governance Code, our articles of association, the rules of procedure of the Boards of the company, and our internal policies.
Further information on Corporate Governance at Wienerberger can be found in our Wienerberger Annual Report starting on page 58.
Successful placement of treasury shares of Wienerberger AG through accelerated bookbuilding procedure
The Managing Board of Wienerberger AG (FN 77676f; the "Company") announces that 2,500,000 treasury shares (ISIN AT0000831706), i.e. 2.2% of the Company's share capital, were successfully placed with institutional investors by means of an accelerated private placement (accelerated bookbuilding). The sale price per share amounts to EUR 32.50, gross sale proceeds total approx. EUR 81.25 million. The resale program for treasury shares published by Wienerberger AG on 23 July 2021 is therefore closed as of the end of 3 September 2021 (Closing). Further information can be found in the downloads.
Governance and Oversight
Our lean organizational structure facilitates fast decision-making and efficient communication. The Managing Board and the senior management cooperate closely in determining the strategic orientation of the Group and its long-term capital allocation. The decisions are implemented by experienced and highly qualified local management teams. The Supervisory Board monitors all essential strategic projects. Alongside its supervisory and steering tasks, the Supervisory Board also fulfils an advisory function and thus shares the company’s entrepreneurial responsibility. The priority issues dealt with by the Supervisory Board include the budget, the corporate strategy, business performance, and risk and personnel management. In order to exercise its advisory and monitoring function in an efficient manner, the Supervisory Board has set up committees, which are mandated to work on specific topics and prepare the decisions to be taken by the full Supervisory Board. These include the Audit and Risk Committee, the Nomination Committee, and the Remuneration Committee. Given the growing importance of sustainability and the essential aspects to be addressed in this respect, a Sustainability and Innovation Committee was set up by the Supervisory Board as of January 1, 2020. It supports the Managing Board in revising and further developing the Group’s sustainability and innovation strategy and monitors its implementation. At the same time, the committee engages in an exchange of information with the Managing Board on recently adopted provisions and global trends in sustainability and innovation management.
In October 2002, Wienerberger was one of the first Austrian companies to commit to the Austrian Corporate Governance Code, which comprises strict rules regarding corporate governance and control as well as transparency. Wienerberger complies with all recommendations of the Code. Wienerberger complies with all Code rules, including the R-Rules - i.e. those rules for which a deviation from the recommendation does not have to be explained publicly - almost without any gaps. Only two C-Rules of the Code were handled somewhat differently in 2020 (for more details see Corporate Governance Report in our Wienerberger Annual Report starting on page 58).
As a leading international company operating in 29 countries in Europe, North America and India, we are aware of the responsibilities that are part of a "Good Corporate Citizen". With Wienerberger’s decentralized business model we put great emphasis on our groupwide principles and values including strict ESG (Environment, Social, Governance) guidelines. 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.
Within the framework of ongoing efforts to improve its control system, Wienerberger regularly reviews all structures and processes relating to corporate governance. As part of the most recent review process in October 2020, the mode of working and the chairmanship of the Supervisory Board were evaluated with a view to changes in its structure, the work of its committees, and its agenda. The evaluation served to ensure that the Supervisory Board corresponds to international standards and meets the requirements of Austrian supervisory practice.
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.
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.
|Managing Board||Heimo Scheuch, CEO||165,171||50,678 5)||-||215,849
|Gerhard Hanke, CFO 1)||1,491 3)||1,420 4)||-||2,911|
|Solveig Menard-Galli, COO WBS||4,491||420 4)||-||4,911|
|Harald Schwarzmayr, COO WPS||3,891 3)||2,420 4)||-||6,311|
|Supervisory Board||Peter Steiner, Chairman||2,100||-||-||2,100|
|Myriam Meyer, Vice-Chairwoman||1,000||-||-||1,000|
|Gerhard Seban 2)||-||-||-||-|
|Wolfgang Wallner 2)||-||-||-||-|
|Claudia Schiroky 2)||30||14||-||44|
Transactions by persons closely associated
Late publications of transactions by Wienerberger Mitarbeiterbeteiligungs-Privatstiftung (employee participation trust) regarding the years 2019 and 2020 can be found in the attached document.
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.