Investor Relations
Corporate Governance at wienerberger
Responsible Corporate Governance and oversight is very important to wienerberger. We are committed to highest national and international governance standards.
As a listed company with international operations, wienerberger is committed to the principles of responsible corporate governance aimed at the sustainable creation of added value. Ecological and social sustainability, transparency in reporting, continuous further development of an efficient system of corporate control, corporate management aligned with the interests of our stakeholders, and cooperation in a spirit of mutual trust between the Managing Board and the Supervisory Board, as well as among our employees, provide the basis for the achievement of our corporate targets. This understanding of our role as a company is based on Austrian law, the Austrian Corporate Governance Code, the Articles of Association, the rules of procedure of the Boards of the company, and our internal policies.
Corporate Governance at wienerberger
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. The following committees have been set up:
- Audit and Risk Committee
- Nomination and Remuneration Committee
- Sustainability and Innovation Committee
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. In 2024, as in the previous year, wienerberger fully complied with all mandatory legal requirements (L Rules). Moreover, the C Rules (“Comply or Explain”), including the R Rules (Recommendations), which require no explanation in the case of non-compliance, were complied with in their entirety.
Tax Transparency
As a leading international company operating in almost 30 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. We maintained a transparent and responsible tax approach, with our Tax Transparency Statement remaining unchanged since 2020.
Evaluation process
Within the framework of ongoing efforts to improve its control system, wienerberger regularly reviews all structures and processes relating to corporate governance. In 2024, as in the previous year, wienerberger fully complied with all mandatory legal requirements (L Rules). Moreover, the C Rules (“Comply or Explain”), including the R Rules (Recommendations), which require no explanation in the case of non-compliance, were complied with in their entirety.
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. The latest report can be downloaded below. Information on the use of treasury shares for delivery to the members of the Managing Board of Wienerberger AG as part of the share-based payment system can be found under wienerberger share.
More information on this topic can be found in the documents on the issue of Remuneration Policy of the Supervisory Board and Managing Board of Wienerberger AG. The Remuneration Policy was adopted at the 155st Annual General Meeting on May 7, 2024 and applies retroactively since January 2024. Further information on the resolutions can be found here: 155st Annual General Meeting.
Holdings of shares and bonds by the managing and supervisory boards
wienerberger’s managing and supervisory boards voluntarily publish information regarding their ownership of wienerberger’s shares and bonds. 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.
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.
| SHARES | 04/04/2025 | Buying (shares) |
Selling (shares) |
07/04/2025 | |
|---|---|---|---|---|---|
| Managing Board | Heimo Scheuch, CEO | 253,254 | 9,812 | - | 263,066 2) 3) |
| Gerhard Hanke, COO Central & East | 23,613 | 4,505 | - | 28,118 2) 3) | |
| Harald Schwarzmayr, COO West | 22,774 | 4,561 | - | 27,335 2) 3) | |
| Supervisory Board | Peter Steiner, Chairman | 30,477 | - | - | 30,477 4) |
| Myriam Meyer, Vice Chairwoman | 1,869 | - | - | 1,869 4) | |
| Katrien Beuls | 621 | - | - | 621 4) | |
| David Davies | 17,801 | - | - | 17,801 4) | |
| Thomas Birtel | 5,621 | - | - | 5,621 4) | |
| Effie K. Datson | 2,421 | - | - | 2,421 4) | |
| Marc Grynberg | 5,621 | - | - | 5,621 4) | |
| Claudia Schiroky 1) | 78 | - | - | 78 2) | |
| Total | 364,150 | 18,878 | - | 383,028 |
| BONDS | 14/08/2023 | Buying (EUR) |
Selling (EUR) |
05/10/2023 | |
|---|---|---|---|---|---|
| Supervisory Board | Peter Steiner, Chairman | - | 150,000 | - | 150,000 |
| Total | - | 150,000 | - | 150,000 |
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.
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