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

At the Annual General Meeting, it was decided that Supervisory Board members are entitled to the following remuneration: The members of the Supervisory Board will now receive an attendance fee of EUR 2,5 thousand for each Supervisory Board meeting attended. In addition, their annual remuneration for the 2017 financial year and the following years was set as follows: for the Chairman of the Supervisory Board, EUR 45 thousand; for the Deputy Chairman of the Supervisory Board, EUR 20 thousand; and for each member of the Supervisory Board, EUR 7 thousand, plus another EUR 2 thousand for each member of a Supervisory Board committee.

 

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 2016 01-12-2017 01-12 2016 01-12 2017
Herbert Ortner 543 550 483 450
Christoph Kaml 422 285 465 149
Felix Strohbichler 0 104 0 83
Wolfgang Pilz 338 0 357 0
Martin Zehnder 344 390 357 407
Total 1,647 1,329 1,292 1,089
     

Stock option programme

The Annual General Meeting on 31 March 2010 resolved to grant 50,000 stock options to Christoph Kaml, member of the Management Board. As provided for in the agreement, this 2010 stock option programme was terminated in 2015. Under the 2010 stock option programme, 8,406 options were exercised in 2015, and the remaining options that could have been exercised under this programme lapsed. Further details can be found in the Annual Report 2015. 

More information can be found in the Integrated Annual Report 2017

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)
0,71 MB Download