Turn your Smartphone for better readability.

Management Board &
Corporate governance

Management Board of the AGRANA Group

Johann Marihart
Chief Executive Officer
Chief Executive Officer since 1992
First appointed 19 Sept 1988
Appointed until 31 May 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), Quality Management, Human Resources, Research and Development

Stephan Büttner
Member of the
Management Board

First appointed 1 Nov 2014
Appointed until 31 Oct 2024
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 Jan 2009
Appointed until 31 Aug 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


1 General commercial power of attorney.

Norbert Harringer
Member of the
Management Board

First appointed 1 Sept 2019
Appointed until 31 Aug 2022
CV

Born 1973. Studied chemistry and chemical technology at Johannes Kepler University in Linz, Austria. Began his career with the AGRANA Group in the Starch segment in 2005 as head of the quality control and quality management department at the Aschach site in Austria. In 2009 joined the production management of the plant in Gmünd, Austria, where he was plant manager from 2014 to 2016. Then plant manager in Aschach until June 2019. Since the end of 2018 is Chief Operating Officer of the Starch segment. On 1 September 2019 additionally became the Group’s Chief Technology Officer on the Management Board of AGRANA Beteiligungs-AG.

Responsibilities
Production Coordination, Investment

Thomas Kölbl
Member of the
Management Board

First appointed 8 Jul 2005
Appointed until 7 Jul 2025
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

Commitment to the Austrian Code of Corporate Governance

AGRANA is committed to the provisions of the Austrian Code of Corporate Governance. In the 2020|21 financial year, AGRANA applied the ACCG in the version of January 2020. At its meetings on 27 November 2020 and 24 February 2021, the Supervisory Board of AGRANA Beteiligungs-AG discussed matters of corporate governance and unanimously adopted the statement of compliance with the ACCG.

In the 2020|21 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 on the basis of the questionnaire (January 2021 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/en/ir/corporate-governance.

In the 2020|21 financial year, AGRANA adhered to all C rules of the ACCG except as explained in the following:

  • 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 only partly specify maximum amounts. 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 (publication of contracts that require 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/ir/overview.

Corporate Governance Report

AGRANA Management Board

The corporate culture of the AGRANA Group is marked by open and constructive teamwork between the Management Board and Supervisory Board. The two boards, and especially their chairmen, are 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 is responsible for managing the Company independently in such a way as is required by the purpose and for the good of the Company, taking into account the interests of the shareholders and employees as well as the public interest. It manages the Company’s business in accordance with the legal requirements – in particular the provisions of stock corporation, stock exchange and company law – and with the provisions of the Articles of Association, the Management Board’s terms of reference adopted by the Supervisory Board, and the ACCG. 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 the 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), 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
Norbert Harringer Production Coordination, Investment
Thomas Kölbl Internal Audit

Responsibility for matters of sustainability forms an integral part of many AGRANA Group functions. This integration is also reflected in the fact that, within the Management Board and within the Supervisory Board, all members as a full board share joint responsibility for sustainability governance.

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. In the reporting period the Supervisory Board convened for seven meetings.

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, Austria
  • Second Vice-Chairman of the Supervisory Board of Südzucker AG, Mannheim, Germany
1956 23 Mar 1994 35th AGM (2022)
Hans-Jörg Gebhard,
Eppingen, Germany, independent
First Vice-Chairman of the Supervisory Board from 1 April 2020;
until then was 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)
Klaus Buchleitner,
Mödling, Austria, independent

Second Vice-Chairman of the Supervisory Board
  • Second 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)
Andrea Gritsch,
Vienna, independent

Member of the Supervisory Board
1981 3 Jul 2020 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)
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
  • Member of the Supervisory Board of CropEnergies AG, Mannheim, Germany
1960 10 Jul 2009 35th AGM (2022)
Josef Pröll,
Vienna, independent

Member of the Supervisory Board
1968 2 Jul 2012 35th AGM (2022)
Wolfgang Heer,
Ludwigshafen, Germany, independent

First Vice-Chairman of the Supervisory Board until 4 March 2020
1956 10 Jul 2009 4 Mar 2020
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

Compliance

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

AGRANA has a dedicated Compliance Office that 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, communication 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 regularly deliberates on fundamental questions in matters of compliance.

Corporate Governance Report

Promoting equity for women

For more and more people, the compatibility of work and family life ranks high on the list of expectations for the workplace and is a major element of job satisfaction. Especially for women, it is frequently a critical career factor.

In the year under review, the Covid-19 pandemic and associated temporary school closures in many countries exacerbated the challenge of balancing work and personal life.

To provide the best possible conditions for achieving a balance between work and family responsibilities for the greatest possible number of employees, AGRANA offers flexible working hours and since several years ago has a Group-wide framework agreement in place for remote working. In 2020|21, as part of Covid-19 prevention, remote work was mandated or recommended for administrative staff in various phases, depending on the local incidence of infection.

In addition, under strict hygiene protocols, the existing internal company amenities, such as a company kindergarten at the headquarters site in Vienna, continued to be provided. As well, in the summer of 2020, at a time when the infection situation allowed it, a week of holiday care was again offered for employees’ children at the site in Aschach, Austria, organised and financially supported by the company. Additionally, in Austria and Germany, AGRANA provides financial assistance for the day care of small children up to the age of three.

Corporate Governance Report

Facebook