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.