Full Annual Report 2008 - BWT Group

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Corporate Governance
Corporate Governance comprises all measures to ensure that the interests of the shareholders are consistent
with the actions of the management and the employees of a company. Since going public in 1992, BWT
has been pursuing the goal of sustainable ecologically and economically-oriented value enhancement.
With the Austrian Corporate Governance Code, BWT follows a regulation framework of standards for
sound management and supervision of the company. This includes the standards of good corporate management
common in international practice (OECD Principles) but also the important significant provisions
of Austrian corporation law in this respect. This enables a high level of transparency for all stakeholders
of the company. The Code is publicly accessible on the homepage of the Austrian Working Group for
Corporate Governance on www.corporate-governance.at.
To avoid insider trading, a policy based on the Emittenten-Compliance-Verordnung (ECV – Regulation on
Compliance for Issuers, current version: 2008) of the Austrian Financial Market Authority has been in place
at BWT since 2002 and is implemented in the company by the Compliance Officer. The Code of Conduct
which came into force in 2007 is aimed at all employees and includes all the principles of conduct. It
provides guidance on the fundamental ethical and legal duties of BWT employees.
The new version that now applies – an amended version of the first version formulated in 2002 and of the
second version amended in 2006– is binding with effect from January 1, 2009. It includes the Corporate
Governance recommendations of the European Commission and the 2005 Gesellschaftsrechtsänderungsgesetz
(2005 GesRÄG – 2005 Austrian Company Law Amendment Act), as well as the newest legal
adjustments. The improvements primarily relate to the Supervisory Board regarding transparency and
independence and the compensation.
The Code comprises three rule categories:
1. Legal requirement (“L”) – including compulsory regulations
2. The “C” rules (Comply or Explain) in the Austrian Code of Corporate Governance are to be
followed; any deviation must be explained and the reasons stated in order to comply with the Code
3. Recommendation rules (“R”)
BWT applies the Corporate Governance Code in the version 2009 in full with the following explanations:
Rule 16
The Management Board consists of two persons: Mr. Andreas Weissenbacher, born 1959, Chairman of
the Executive Board since 8/1/1991 of BWT AG founded by him; Mr. Weissenbacher is responsible
for the operational business and for the departments R&D, Human Resources, Marketing and IR/PR.
Mr. Gerhard Speigner, born 1960, since 1/5/1996 Chief Financial Officer is managing the departments
Finance & Controlling, Treasury, IT and Law. Both members of the Management Board are appointed until
20/9/2010. This organization allows a high flexibility and an efficient operation in the Management
Board.
Rule 18
The internal auditing duties are currently being performed by the Group Controlling and Group Treasury
departments. The Management and Supervisory Boards receive regular reports about important results of
these auditing activities.
Rules 28 through 30
Performance-related payments at BWT AG are not made via share options, but are dependent on longterm
and sustainable performance criteria. These include predefined goals regarding company results,
qualitative and quantitative goals. In 2008, 90% of the total remuneration of the Management Board was
fixed and 10% performance-related. There is no company pension. There are also no Management Board
entitlements or individual legal rights should the function be terminated. There is a valid liability insurance
protection for the management of the group (D&O insurance).
BWT Annual Report 2008