Corporate Governance

Corporate Governance Report

Fabasoft AG has pursued a strategy of sustainable and long-term value development for years.

As a result of its chosen listing on the Frankfurt Stock Exchange Fabasoft AG already complied with many of the now stipulated requirements prior to the development of the Austrian Corporate Governance Code and before the domestic transparency guideline. Since 2002 many of the areas originally dealt with exclusively in the Corporate Governance Code have been adopted in legislation.

The differences in the domestic implementation of the transparency guideline in Germany and Austria have meant considerable disclosure obligations for Fabasoft AG. In addition to the Austrian Stock Corporation Act and the Austrian Stock Exchange Act, Fabasoft AG is obliged to comply with the German Securities Trading Act and the stringent stock exchange regulations for the Prime Standard segment of the Frankfurt Securities Exchange.

Fabasoft AG is of the opinion that due to recent developments it is to be assumed also in future that requirements of the Corporate Governance Code that are considered to be significant will be incorporated in legislation regardless. For these reasons, the Supervisory Board and the Managing Board of Fabasoft AG have decided not to be accountable to any Corporate Governance Code. The current edition of the Austrian Corporate Governance Code can be downloaded from www.corporate-governance.at.

There are currently no female representatives on the Fabasoft AG Supervisory Board or Managing Board. For female employees in other management levels, Fabasoft offers flexible working time models to accommodate work and family. For years already the Fabasoft Group has practiced equal treatment regarding promotion prospects and salary across all company levels.
 

Information on the members and work of the Managing Board, the Supervisory Board and its committees:

Managing Board:
Dipl.-Ing. Helmut Fallmann
Leopold Bauernfeind
The members of the Managing Board carry out their duties on equal terms and collectively.

Supervisory Board:
Univ.-Prof. Dr. Friedrich Roithmayr, Chairman of the Supervisory Board
Dr. Helmut Schützeneder
Dipl.-Vw. Hans Spitzner
Dr. Peter Posch

Audit Committee:
Univ.-Prof. Dr. Friedrich Roithmayr, Chairman of the Audit Committee
Dr. Helmut Schützeneder, full member
Dipl.-Vw. Hans Spitzner, full member
Dr. Peter Posch, substitute member

Financial expert:
Dr. Helmut Schützeneder

The Managing Board informed the Supervisory Board about business and status of the company in four sessions concerning the 2010/2011 fiscal year. The Audit Committee convenes on 27 May 2011. Additionally the Managing Board reported to the members of the Supervisory Board on a regular basis with regard to the company’s business developments and the position of the company, particularly in respect of the development of sales revenue and other income.

Linz, 28 February 2011
Managing Board Fabasoft AG

Dipl.-Ing. Helmut Fallmann                 Leopold Bauernfeind
Member of the Managing Board         Member of the Managing Board