Corporate Governance

Corporate Governance

PALFINGER was involved in bringing about the Austrian Corporate Governance Code and continues to actively contribute to the further development of corporate governance. PALFINGER is committed to the standards of the Austrian Corporate Governance Code (www.corporate-governance.at) and complies with nearly all rules of the Code. This commitment is evaluated every year by an external auditor. The evaluation result confirms that corporate governance is genuinely put into practice at PALFINGER. The audited questionnaire is available below for download purposes.

DIRECTORS' DEALS

Changes to the shareholdings of members of the Board of Directors, Supervisory Board and other managers made by 2 July 2016 can be viewed on the Financial Market Supervisory Authority’s home page: Request of Directors' Dealings FMA website

Changes in shareholdings of Members of the Management Board, Members of the Supervisory Board, and other managers (carrying responsibilities throughout PALFINGER AG) are requested here:

REmuneration of the boards

Remuneration of the Supervisory Board

The members of the Supervisory Board (shareholder representatives) elected at the Annual General Meeting receive EUR 2,500 for each Supervisory Board meeting attended in person. In addition, they receive an annual payment for fiscal 2016 and the subsequent fiscal years (unless a future Annual General Meeting decides otherwise). This payment was determined as follows:

  • EUR 45,000 for the Chairman of the Supervisory Board
  • EUR 20,000 for the Deputy Chairmen of the Supervisory Board
  • EUR 7,000 for each member of the Supervisory Board
  • an additional EUR 2,000 for each committee member for each seat they hold on a committee

At the Annual General Meeting held on March 7, 2018, it was also decided that the Chairman of the Audit Committee was to receive an annual remuneration of EUR 15,000.

 

Remuneration of the Management Board

The remuneration of the Management Board consists of several components and is broken down as follows:

EUR thousand   Fixed Salary   Performance-related remuneration
  01-12 2018 01-12-2019 01-12 2018 01-12 2019
Andreas Klauser 357 618 263 642
Felix Strohbichler 418 426 331 341
Martin Zehnder 473 474 396 415
Total 1,248 1,518 990 1,398
     

 

Executive Body

According to Austrian law a stock corporation recognizes three executive bodies:

The decision-making authorities of the three corporate bodies are strictly differentiated from one another.

 

Tasks and Areas of Responsibilities of the Executive Bodies 
The Board of Management is responsible for independently managing and representing the company in dealings with third parties, whilst the Supervisory Board appoints and dismisses the members of the Management Board and supervises management. The Management Board is not bound by instructions and reports regularly to the Supervisory Board. In general, the Supervisory Board has no management authorization. Austrian law provides for a two-tier management structure in a stock corporation, i.e. the strict division between Board of Management and Supervisory Board. Membership of both bodies is not permitted, i.e. members of the Board of Management may not at the same time be members of the Supervisory Board and vice versa. The approval of the Supervisory Board has to be sought by the Management Board for mandatory cases stipulated by law. Furthermore other cases can be stipulated in the statutes of the company for which approval by the Supervisory Board has to be sought. 

The Annual Meeting is not involved in the decisions of day-to-day management of the company. However, it exercises an indirect influence on corporate governance because the Annual Meeting elects the representatives of the shareholders to the Supervisory Board and the Supervisory Board in turn appoints and dismisses the Board of Management. Furthermore, the Annual Meeting resolves on the ratification of the actions of the Board of Management and Supervisory Board, on the appropriation of distributable profits, the appointment of the external auditor and if necessary the audited balance sheet. 
In addition, certain fundamental measures require the approval of the Annual Meeting. These include amendments to the statutes of the company, capital measures, changing the form of company and dissolution of the company etc.

Here you can find PALFINGER AG‘s Articles of Association. (German Edition)
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