Corporate Governance

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 Stock Exchange. Applicable Union law came into immediate effect in the Member States on 3 July 2016 with the Market Abuse Regulation. The basic purpose of the Market Abuse Regulation is full harmonisation and it expands the scope of the market abuse rules.

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.

Each consolidated interim financial statement is currently subject to a voluntary review by the auditor exceeding legal requirements.

The Fabasoft Group has practiced equal treatment regarding promotion prospects and salary across all company levels for a number of years. There is currently one female representative on the Fabasoft AG Supervisory Board. There are currently no female representatives on the Fabasoft AG Managing Board. If desired, employees can make use of flexible working time models to accommodate work and family.

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

Managing Board:

Prof. Dipl.-Ing. Helmut Fallmann
Leopold Bauernfeind

The members of the Managing Board carry out their duties on equal terms and collectively.

Supervisory Board:

o.Univ.Prof. Dr. Friedrich Roithmayr, Chairman of the Supervisory Board
Dr. Peter Posch, member
FH-Prof. Univ.Doz. DI Dr. Ingrid Schaumüller-Bichl, member
Dr. Andreas Altmann, member

Audit Committee:

o.Univ.Prof. Dr. Friedrich Roithmayr, Chairman of the Audit Committee
Dr. Peter Posch, substitute member
FH-Prof. Univ.Doz. DI Dr. Ingrid Schaumüller-Bichl, member
Dr. Andreas Altmann, financial expert

The curriculum vitae of each member of the Supervisory Board of Fabasoft AG is available on the company's website. The Managing Board informed the Supervisory Board about business and status of the company in four sessions concerning the 2016/2017 fiscal year. The audit committee convened three times. 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. The number of Supervisory Board Meetings as well as Committee Meetings prescribed by law correspond to the size and business volume of the company in order to properly fulfil their statutory tasks. Information about emoluments for the members of the Supervisory Board is shown in Notes to the Consolidated Financial Statements under point 10.5.5. 

Total emoluments of the members of the Managing Board and remuneration policy principles:
 


in kEUR (2016/2017) Prof. Dipl.-Ing. Helmut Fallmann Leopold Bauernfeind

Continuous emoluments

456

444

Expenses for severance payments

32 32

Expenses for pension schemes

211 211

Expenses for option model

3 3

Total

702 690

 

The remuneration of the Managing Board comprises first of all continuous emoluments (fixed salary including benefits in kind). Additionally it has been agreed that each member of the Managing Board receives a performance-related, variable remuneration component which can have an upper limit of 50 % of the fixed payment figure. Furthermore, each member of the Managing Board is entitled to participate in employee bonus programmes and options models offered by the company.

Remuneration is examined periodically by the Supervisory Board whereby importance is attached to the overall emoluments of the Managing Board being in line with the tasks and performance of the individual member of the Managing Board, the state of the company and regular remuneration practice and it representing long-term incen-tives for the sustainable development of the company.

More information about the employee stock option models is shown on the company’s website in the reports of the Managing Board on the agenda of the respective Annual General Meeting. 

 
Linz, 23 May 2017

Managing Board Fabasoft AG

Prof. Dipl.-Ing. Helmut Fallmann, Member of the Managing Board     

Leopold Bauernfeind, Member of the Managing Board