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Management Board &
Corporate governance

Management Board of the AGRANA Group

Johann Marihart
Chief Executive Officer
Chief Executive Officer since 1992
First appointed 19 September 1988
Appointed until 28 February 2021
CV

Born 1950. Studied chemical engineering at Vienna University of Technology, majoring in biotechnology and food chemistry. After professional experience in a pharmaceutical company, began his career with AGRANA in 1976 at the starch factory in Gmünd (head of research and development, plant manager, managing director of starch activities). Member of the Management Board of AGRANA Beteiligungs-AG since 1988. Appointed CEO of AGRANA Beteiligungs-AG in 1992.

Responsibilities
Business Strategy, Communication (including Investor Relations), Production, Quality Management, Human Resources, Research and Development

Stephan Büttner
Member of the
Management Board

First appointed 1 November 2014
Appointed until 31 October 20241
CV

Born 1973. After business studies at Vienna University of Economics and Business, worked in auditing and other areas. In 2001, moved to Raiffeisen Ware Austria AG and in 2004 became CEO of its subsidiary Ybbstaler Fruit Austria GmbH. Working for the AGRANA Group since 2012, most recently as CEO of AUSTRIA JUICE GmbH. Joined the Management Board of AGRANA Beteiligungs-AG on 1 November 2014 and took over the CFO responsibilities on 1 January 2015.

Responsibilities
Finance, Controlling, Treasury, Information Technology and Organisation, Mergers & Acquisitions, Legal, Compliance

Fritz Gattermayer
Member of the
Management Board

First appointed 1 January 2009
Appointed until 31 August 2022
CV

Born 1957. Studied agricultural economics at University of Natural Resources and Applied Life Sciences, Vienna, and history and political science at University of Vienna. In 1995 was appointed head of the Group-level “Business Strategy and Raw Materials” department at AGRANA Beteiligungs-AG, with “Prokura”1. In 2000 became a management board member of AGRANA Zucker und Stärke AG. From 2004 to 2008 was a member of the senior management of the Starch segment and Sugar segment. In 2008 became CEO of the Sugar segment. Member of the Management Board of AGRANA Group since 2009.

Responsibilities
Sales, Raw Materials, Purchasing & Logistics

Thomas Kölbl
Member of the
Management Board

First appointed 8 July 2005
Appointed until 7 July 2020
CV

Born 1962. Trained in industry, then studied business administration at Mannheim University. Held various positions in the Südzucker group since 1990; was Director in charge of strategic corporate planning, group development and investments prior to his appointment to the Executive Board of Südzucker AG in 2004. Member of the Management Board of AGRANA Beteiligungs-AG since 2005.

Responsibilities
Internal Audit



1 The appointment of Stephan Büttner as a Management Board member was renewed for another five years by the Supervisory Board at its meeting on 10 May 2019.

Commitment to the Austrian
Code of Corporate Governance

AGRANA is committed to the provisions of the Austrian Code of Corporate Governance. In the 2018|19 financial year, AGRANA applied the ACCG in the version of January 2018. At its meetings on 22 November 2018 and 21 February 2019, the Supervisory Board of AGRANA Beteiligungs-AG discussed matters of corporate governance and unanimously adopted the statement of compliance with the ACCG.

In the 2017|18 financial year the implementation of and compliance with the individual rules of the ACCG was evaluated by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft. The evaluation was conducted mainly on the basis of the questionnaire (January 2015 edition) issued by the Austrian Working Group for Corporate Governance for the purpose of assessing compliance with the ACCG. The report on the external evaluation in accordance with rule 62 of the ACCG is available at www.agrana.com/ir/corporate-governance.

In the 2018|19 financial year, AGRANA adhered to all C rules of the ACCG except as explained below:

  • Rule 27 (Management Board compensation criteria)
    The existing employment contracts of the Management Board members do not tie variable compensation to non-financial criteria and do not specify maximum amounts. Setting ceilings on the amount of variable compensation would reduce the flexibility to respond to unforeseeable developments and to honour special achievements. A retroactive change to existing contracts does not appear justified.
  • Rule 27a (severance pay)
    In the event that a Management Board appointment is withdrawn, severance pay has been agreed in accordance with the provisions of the Employees Act. The Management Board contracts do not contain a ceiling on severance pay.

The approach in respect of rules 27 and 27a was adopted by the Supervisory Board and implemented by the Nomination and Remuneration Committee in the contracts of the Management Board members.

  • Rule 49 (contracts requiring approval)
    Under section 95 (5)(12) of the Austrian Stock Corporation Act, the approval of the Supervisory Board is required for contracts with members of the Supervisory Board by which members undertake, outside their role on the Supervisory Board, to provide a service to the Company or a subsidiary for a material consideration. This also applies to contracts with companies in which a Supervisory Board member has a significant economic interest. For business policy and competition reasons, the object and terms of such contracts are not published in the Annual Report as stipulated in rule 49. This divergence was adopted by the Supervisory Board at the time of the initial commitment to the Austrian Code of Corporate Governance in 2005.

To safeguard open and transparent communication with all capital market participants and the interested public, information provided to investors during conference calls and road shows is simultaneously made available to all other shareholders via the Group website at www.agrana.com/en/investor.

Corporate Governance Report

AGRANA Management Board

The business culture of the AGRANA Group has always been marked by open and constructive teamwork between the Management Board and Supervisory Board, which together ensure that the ACCG’s requirements are fulfilled. The Management and Supervisory Boards of AGRANA, and especially their chairmen, are thus engaged in ongoing dialogue regarding the Group’s performance and strategic direction, both at and between the meetings of the Supervisory Board.

The Management Board of AGRANA Beteiligungs-AG manages the Company’s business in accordance with principles of modern governance and with the legal requirements, the Articles of Association and the Management Board terms of reference (the Management Board charter). The members of the Management Board are in ongoing communication with each other and, in Management Board meetings held at least every two weeks, discuss the current course of business and make the necessary informal and formal decisions. The Group is managed on the basis of open sharing of information and of regular meetings with the segment heads and other senior segment management.

The terms of reference set out the division of responsibilities and the cooperation within the Management Board and its duties in respect of communication and reporting, and list the types of actions that require the approval of the Supervisory Board.

The remits of the Management Board members are as follows:

Name Responsibilities
Johann Marihart Business Strategy, Communication (including Investor Relations), Production, Quality Management, Human Resources, Research and Development
Stephan Büttner Finance, Controlling, Treasury, Information Technology and Organisation, Mergers & Acquisitions, Legal, Compliance
Fritz Gattermayer Sales, Raw Materials, Purchasing & Logistics
Thomas Kölbl Internal audit

Supervisory Board

The Supervisory Board of AGRANA Beteiligungs-AG has twelve members, of whom eight are shareholder representatives elected by the Annual General Meeting and four are employee representatives from the staff council. All Supervisory Board members elected by the Annual General Meeting have been elected for a term ending at the conclusion of the General Meeting that considers the results of the 2021|22 financial year.

Name Year of birth Date first appointed End of term
and supervisory board positions in listed domestic and foreign companies
     
Erwin Hameseder,
Mühldorf, Austria, independent
Chairman of the Supervisory Board
  • Chairman of the Supervisory Board of Raiffeisen Bank International AG, Vienna
  • Vice-Chairman of the Supervisory Board of STRABAG SE, Villach, Austriah
  • Second Vice-Chairman of the Supervisory Board of Südzucker AG, Mannheim, Germany
  • Second Vice-Chairman of the Supervisory Board of UNIQA Insurance Group AG, Vienna
1956 23 Mar 1994 35th AGM (2022)
Wolfgang Heer,
Ludwigshafen, Germany, independent

First Vice-Chairman of the Supervisory Board
  • Member of the Supervisory Board of CropEnergies AG, Mannheim, Germany
1956 10 Jul 2009 35th AGM (2022)
Klaus Buchleitner,
Mödling, Austria, independent

Second Vice-Chairman of the Supervisory Board
  • Vice-Chairman of the Supervisory Board of BayWa AG, Munich, German
  • Member of the Supervisory Board of Raiffeisen Bank International AG, Vienna
1964 4 Jul 2014 35th AGM (2022)
Helmut Friedl,
Egling an der Paar, Germany, independent

Member of the Supervisory Board
  • Member of the Supervisory Board of Südzucker AG, Mannheim, Germany
1965 7 Jul 2017 35th AGM (2022)
Hans-Jörg Gebhard,
Eppingen, Germany, independent
Member of the Supervisory Board
  • Chairman of the Supervisory Board of Südzucker AG, Mannheim, Germany
  • Member of the Supervisory Board of CropEnergies AG, Mannheim, Germany
1955 9 Jul 1997 35th AGM (2022)
Ernst Karpfinger,
Baumgarten/March, Austria, independent

Member of the Supervisory Board
1968 14 Jul 2006 35th AGM (2022)
Thomas Kirchberg,
Ochsenfurt, Germany, independent

Member of the Supervisory Board
1960 10 Jul 2009 35th AGM (2022)
Josef Pröll,
Vienna, independent

Member of the Supervisory Board
1968 2 Jul 2012 35th AGM (2022)
Employee representatives Year of birth Date first appointed
Thomas Buder, Tulln, Austria
Chairman of the Group Staff Council and Central Staff Council
1970 1 Aug 2006
Andreas Klamler, Gleisdorf, Austria 1970 10 Nov 2016
Gerhard Kottbauer, Aschach, Austria 1972 17 Jan 2019
Stephan Savic, Vienna, Austria 1970 22 Oct 2009
Gerhard Glatz, Gmünd, Austria
(until 17 Jan 2019)
1957 1 Jan 2010

Compensation report

Compensation of the Management Board

The Supervisory Board duly reviews and discusses the appropriateness of the Management Board’s compensation, also taking into consideration the Group’s internal compensation structure.

The total compensation of the Management Board members consists of a fixed and a variable, performance-based component. The performance-based component is contractually tied to the amount of the dividends paid over the respective last three years, in order to take into account long-term and multi-year performance criteria.

The compensation paid out in the 2018|19 financial year and the prior year to the members of the Management Board was as follows:

Fixed compensation (incl, non-monetary benefits) Variable compensation for prior year Total current compensation Termination benefits
2018|19        
Johann Marihart1 721,358 884,800 1,606,158 -
Stephan Büttner 443,365 543,520td> 986,885 -
Fritz Gattermayer 515,748 632,000 1,147,748 -
Thomas Kölbl2 - - - -
         
2017|18        
Johann Marihart1 716,219 795,340 1,511,559 -
Stephan Büttner 443,162 414,713 857,875 -
Fritz Gattermayer 514,609 568,100 1,082,709 35,7143
Thomas Kölbl2 - - - -

Post-employment benefits granted to the Management Board under the Company’s plan are pension, disability insurance and survivor benefits. For the Management Board members Johann Marihart and Fritz Gattermayer, the following applies: The pension becomes available when the pension eligibility criteria of the Austrian public pension scheme under the General Social Insurance Act (ASVG4) are met. In the event of retirement before the age determined under the ASVG, the amount of the pension is reduced. The pension amount is calculated as a percentage of a contractually agreed assessment base. For the pension of Stephan Büttner, there is a defined contribution obligation, which can be claimed after reaching 55 years of age provided that the employment relationship has been terminated. For the 2018|19 financial year, pension fund contributions of € 350 thousand were paid (prior year: € 352 thousand). A follow-up payment of € 125 thousand was made to former Chief Financial Officer Walter Grausam, who retired on 31 December 2014.

The retirement benefit obligations in respect of the Management Board are administered by an external pension fund. In the event that a Management Board appointment is withdrawn, there are severance pay obligations in accordance with the provisions of the Employees Act (see note on rule 27a) or the Occupational Pension Plan Act (BMSVG5). In the balance sheet at 28 February 2019, within the item “retirement and termination benefit obligations”, an amount of € 10,115 thousand was recognised for pension obligations (prior year: € 6,874 thousand) and an amount of € 2,468 thousand was recognised for termination benefit obligations (prior year: € 2,283 thousand).

No compensation agreements in the event of a public tender offer exist between the Company and its Management Board, Supervisory Board or other staff.

AGRANA maintains directors and officers liability insurance coverage for management staff. This D&O6 insurance covers certain personal liability risks of the individuals acting as legal representatives of the AGRANA Group. The cost is borne by AGRANA.

Transactions of members of the Management Board in financial instruments are notified to the Financial Market Authority (FMA) in accordance with article 19 (1) of Regulation (EU) No 596/2014 and published on the AGRANA website. During the reporting period there were no such transactions.

1 Chief Executive Officer
2 The Management Board member of AGRANA Beteiligungs-AG appointed to this position on the basis of the syndicate agreement between Südzucker AG, Mannheim, Germany, and Zucker Beteiligungsgesellschaft m.b.H, Vienna, does not receive compensation for serving in this capacity.
3 Long-service award.
4 German name of the act: Allgemeines Sozialversicherungsgesetz.
5 German name of the act: Betriebliches Mitarbeiter- und Selbständigenvorsorgegesetz.
6 Directors & Officers

Compensation of the Supervisory Board

The Annual General Meeting on 6 July 2018 approved an annual aggregate remuneration for the Supervisory Board of € 325,000 (prior year: € 250,000) for the 2017|18 financial year and delegated to the Supervisory Board the responsibility for allocating this sum among its members. The amount paid to the individual Supervisory Board members is tied to their function on the Board. No meeting fees were paid.

The compensation of the individual members of the Supervisory Board was as follows:

2018|191 2017|181
Erwin Hameseder (Chairman of the Supervisory Board) 60,000 55,000
Wolfgang Heer (First Vice-Chairman of the Supervisory Board) 45,000 35,000
Klaus Buchleitner (Second Vice-Chairman of the Supervisory Board) 45,000 35,000
Helmut Friedl2 22,630 -
Hans-Jörg Gebhard 35,000 25,000
Ernst Karpfinger 35,000 25,000
Thomas Kirchberg 35,000 25,000
Josef Pröll 35,000 25,000
Jochen Fenner3 12,370 25,000

In accordance with section 110 (3) of the Austrian Labour Act, those Supervisory Board members who are employee representatives do not receive Supervisory Board compensation.

1 Compensation for prior year.
2 Retired from the Supervisory Board at 7 July 2017.
3 Appointed to the Supervisory Board with effect from 7 July 2017.

Corporate Governance Report

Compliance

For AGRANA, compliance with legal and regulatory requirements is integral to good corporate governance.

AGRANA has a dedicated Compliance Office led by the Director of Corporate Compliance, who reports directly to the Management Board member responsible and centrally looks after the compliance activities. Additionally, the CFOs of the segments and subsidiaries act as compliance officers in order to implement relevant Group requirements efficiently. The most important responsibilities of the Compliance Office include the implementation and expansion of the compliance management system in the AGRANA Group, with the aim of fulfilling the organisational and supervisory obligations of the Group’s management under the law. Key functions of the Compliance Office are the production and training of internal guidelines, provision of support in compliance matters, documentation of cases of non-compliance, and issuing of recommendations. In addition to the Compliance Office there is a Compliance Board, which deliberates on an ongoing basis on fundamental questions in matters of compliance.

Corporate Governance Report

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