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. For these reasons, the Supervisory Board and the Managing Board of Fabasoft AG have decided not to be accountable to any Corporate Governance Code.

 

Corporate Goverance Report

Corporate Governance Report of Fabasoft AG for the 2019/2020 fiscal year for download: Corporate Governance Report 

 

Austrian Corporate Goverance Code

The current edition of the Austrian Corporate Governance Code can be downloaded from www.corporate-governance.at.

Promotion of women and diversity concept

 

Fabasoft is committed to equal opportunities, regardless of origin, gender, age, religion or personal circumstances. Equal treatment with regard to chances of promotion and compensation is a policy that has already been practised in the Fabasoft Group and in all its subsidiaries on all corporate levels for many years. There are women in managerial positions in various organisational levels, for example heads of division and authorised signatories. The proportion of women in technically-oriented companies is still low and it is for this reason that Fabasoft makes every effort to help women return to work by creating a female and family-friendly working environment. The corporate childcare centre “FABIs Kindernest” opened at the Linz location in January 2021. FABIs Kindernest helps employees reconcile work and family life. The percentage of women at Fabasoft was 27.3 % as at 31 March 2021. There are flexible workingtime models available for those who wish to make use of them, to accommodate the combination of family and work commitments. Approximately 14.7 % of all employees in the Fabasoft Group were employed on a part-time basis as at 31 March 2021.

One of the four positions on the Supervisory Board of Fabasoft AG has been held by a woman since 2013, which corresponds to a 25 % quota for female representation among the shareholder representatives. This is an above-average value for Austria. Particular attention is paid to diversity with regard to expertise and experience in the composition of the Supervisory Board. The aim is to ensure a Supervisory Board with a well-balanced specialist composition with a view to the business activities of the company. The current members of the Supervisory Board unite experience from both the university and commercial sectors with a national as well as international dimension. The shareholder representatives are between 57 and 74 years old.

There are currently no women on the Managing Board of Fabasoft AG. The Managing Board of Fabasoft AG is made up of the two founding shareholders Prof. Dipl.-Ing. Helmut Fallmann and Leopold Bauernfeind.

 

 

Remuneration Policy and Remuneration Report

 

Remuneration Policy:

Pursuant to §78b AktG (Austrian Stock Corporation Act), the remuneration policy must be presented to the Annual General Meeting for voting at least every 4th fiscal year as well as at each material change, whereby the vote is of a recommendatory nature and a resolution is not contestable. For the frist time the remuneration policy was presented to the Annual General Meeting on 29 June 2020 for voting.

Download: Remuneration Policy Managing Board and Supervisory Board

 

Remuneration Report:

Pursuant to Section 78d Stock Corporation Act, the remuneration report for the previous fiscal year must be presented for the first time to the Annual General Meeting for approval in the 2021/2022 fiscal year. The remuneration report was submitted to and adopted by the Annual General Meeting on 5 July 2021.

The remuneration report is drawn up by the Management Board and the Supervisory Board pursuant to Section 78c and Section 98a Stock Corporation Act in order to provide a comprehensive overview of the remuneration granted or owed in the previous fiscal year.

Download: Remuneration Report Managing Board and Supervisory Board

 

Managing Board and Supervisory Board

Managing Board:

Prof. Dipl.-Ing. Helmut Fallmann
Leopold Bauernfeind

The members of the Managing Board carry out their duties on equal terms and collectively. Furthermore, the members of the Managing Board also hold executive management positions in subsidiaries.

Supervisory Board:

em. o.Univ.Prof. Dr. Friedrich Roithmayr, Linz (Chairman of the Supervisory Board)
Dr. Peter Posch, Wels (Member)
FH-Prof.in Univ.Doz.in DIin Dr.in Ingrid Schaumüller-Bichl, Linz (Member)
Prof. Dr. Andreas Altmann, Innsbruck (Member)

The curriculum vitae of each member of the Supervisory Board of Fabasoft AG is available on this website in the sector "About US", section Managing and Supervisory Board.

 

Commitees of the Supervisory Board

Audit Committee:

em. o.Univ.Prof. Dr. Friedrich Roithmayr, Linz (Chairman of the Audit Committee)
Dr. Peter Posch, Wels (Substitute Member)
FH-Prof.in Univ.Doz.in DIin Dr.in Ingrid Schaumüller-Bichl, Linz (Member)
Prof. Dr. Andreas Altmann, Innsbruck (Financial Expert)