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

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 aboveaverage 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 56 and 73 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

 

Total emoluments of the members of the Managing Board and remuneration policy principles for the 2019/2020 fiscal year:

in kEUR (2018/2019) Prof. Dipl.-Ing. Helmut Fallmann Leopold Bauernfeind
Continuous emoluments

479

467

Expenses for severance payments 33 33
Expenses for pension schemes 211 211

Total

723 711

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 incentives for the sustainable development of the company.

 

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)