Born 1966. Degree in business administration (Diplom-Kaufmann) from University of Mannheim and Master of Business Administration degree from the Schulich School of Business, York University, Toronto, Canada. Has worked in the food and beverage sector for over 25 years, including at Nestlé, General Mills and, from 2018, at international dairy group Arla Foods as Group Vice President. CEO of AGRANA Beteiligungs-AG since 1 June 2021. Also a member of the management board of Südzucker AG since June 2021
Responsibilities
Strategy and Business Policy,
Sales,
Public Relations,
Human Resources,
Corporate Secretariat (line authority),
and Sugar Segment
Born 1968. Master’s degree in business administration (Diplom-Betriebswirtin) from Ludwigshafen University of Applied Sciences, Germany. 25-year career with software group SAP with extensive experience in global leadership positions in the areas of data business, business process innovation, IT transformation, corporate strategy and finance. Member of the management board of the Südzucker Group since 1 May 2021 and of the management board of AGRANA Beteiligungs-AG since 1 June 2021.
Responsibilities
Internal Audit
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. Has been with 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. Took over the CFO responsibilities on 1 January 2015.
Responsibilities
Finance,
Mergers & Acquisitions,
Information Technology & Organisation,
Legal,
Compliance,
Purchasing,
Investor Relations,
and Fruit Segment
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. Member of management of the Starch segment since the end of 2018. On 1 September 2019 additionally became the Group’s Chief Technology Officer on the Management Board of AGRANA Beteiligungs-AG.
Responsibilities
Production & Investment,
Raw Materials,
Research and Development,
Sustainability,
Quality Management,
and Starch Segment
AGRANA is committed to the provisions of the Austrian Code of Corporate Governance. In the 2022|23 financial year, AGRANA applied the ACCG in the version of January 2021. At its meetings on 23 November 2022 and 16 February 2023, the Supervisory Board of AGRANA Beteiligungs-AG discussed matters of corporate governance and unanimously adopted the statement of compliance with the ACCG.
Under rule 62 of the ACCG, the implementation of and compliance with the individual rules of the ACCG must be externally evaluated on a regular basis andat least every three years. This was done for the 2020|21 financial year by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, based on the January 2021 edition of the questionnaire issued by the Austrian Working Group for Corporate Governance for the purpose of assessing compliance with the ACCG. The report on this external evaluation is available at www.agrana.com/en/ir/corporate-governance. A renewed evaluation of compliance with the rules of the ACCG will be performed in the 2023|24 financial year.
In the 2022|23 financial year, AGRANA adhered to all C rules of the ACCG except as explained in the following:
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. A new Management Board compensation policy will be submitted to the vote of the 36th Annual General Meeting on 7 July 2023.
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 through the Group website at www.agrana.com/en/ir/overview.
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 weekly Management Board meetings, 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 |
|---|---|
| Markus Mühleisen | Strategy and Business Policy, Sales Coordination, Public Relations, Human Resources, Corporate Secretariat (line authority), and Sugar segment |
| Ingrid-Helen Arnold | Internal Audit |
| Stephan Büttner | Mergers and Acquisitions/Equity Investments, Information Technology & Organisation, Finance, Legal, Compliance, Purchasing Coordination, Investor Relations, and Fruit segment |
| Norbert Harringer | Production Coordination and Investment, Raw Materials, Research and Development, Sustainability, Quality Management, and Starch segment |
Responsibility for matters of sustainability forms an integral part of many AGRANA Group functions. With environmental challenges on the rise, Sustainability was defined as a distinct Management Board function in its own right at the November 2022 Supervisory Board meeting and responsibility for it was assigned to Norbert Harringer as of that date. The Quality Management function, which besides a process orientation is also strongly focused on production and on food and feed safety, was also assigned to Chief Technology Officer Harringer in November 2022.
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 2026|27 financial year. In the reporting period the Supervisory Board convened for five 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
| 1956 | 23 Mar 1994 | 40th AGM (2027) |
| Niels Pörksen, Mannheim, Germany, independent First Vice-Chairman of the Supervisory Board
| 1963 | 8 Jul 2022 | 40th AGM (2027) |
| Veronika Haslinger, Vienna, independent Second Vice-Chairwoman of the Supervisory Board
| 1972 | 8 Jul 2022 | 40th AGM (2027) |
| Andrea Gritsch, Vienna, independent Member of the Supervisory Board | 1981 | 3 Jul 2020 | 40th AGM (2027) |
| Helmut Friedl, Egling an der Paar, Germany, independent Member of the Supervisory Board
| 1965 | 7 Jul 2017 | 40th AGM (2027) |
| Ernst Karpfinger, Baumgarten/March, Austria, independent Member of the Supervisory Board | 1968 | 14 Jul 2006 | 40th AGM (2027) |
| Josef Pröll, Vienna, independent Member of the Supervisory Board | 1968 | 2 Jul 2012 | 40th AGM (2027) |
| Stefan Streng, Uffenheim, Germany, independent Member of the Supervisory Board
| 1968 | 8 Jul 2022 | 40th AGM (2027) |
| Hans-Jörg Gebhard, Eppingen, Germany, independent First Vice-Chairman of the Supervisory Board
| 1955 | 9 Jul 1997 | 35th AGM (2022) |
| Klaus Buchleitner, Mödling, Austria, independent Second Vice-Chairman of the Supervisory Board
| 1964 | 4 Jul 2014 | 35th AGM (2022) |
| Thomas Kirchberg, Ochsenfurt, Germany, independent Member of the Supervisory Board
| 1960 | 10 Jul 2009 | 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 |
| Daniela Bogner, Vienna | 1963 | 23 Apr 2021 |
| Andreas Klamler, Gleisdorf, Austria | 1970 | 10 Nov 2016 |
| René Schmid, Gmünd, Austria | 1987 | 23 Apr 2021 |
For AGRANA, compliance with legal and regulatory requirements is fundamental to good corporate governance and is part of Group strategy.
In the 2022|23 financial year, the high importance attached to compliance at AGRANA Beteiligungs-AG was validated by certifications under the ISO 37301 standard for compliance management systems (including particularly in the areas of antitrust law, anti-corruption law and capital market compliance) and under ISO 37001, the anti-bribery management systems standard. The certifications were performed by Austrian Standards plus GmbH.
AGRANA’s Compliance Management Policy sets out the compliance management system and the Group-wide compliance organisation. The basis of the compliance management system is an internal risk analysis that is regularly updated and improved. It is based on widely recognised indices that rate the compliance risks on a country-specific basis; in addition, the concrete Group-specific risks are evaluated. The risk analysis is continually reviewed, updated, enhanced and discussed with the Group risk management function.
The AGRANA Group 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 and, beyond this, imparting a clear understanding of the behaviours that the Group expects from all its stakeholders.
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 deliberates at least once a year on fundamental questions in matters of compliance.
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.
Offering good conditions for reconciling work and family commitments for as many employees as possible – especially women, who still do most of the family work – is a key task in human resources management against the backdrop of the increasing challenges of finding and retaining suitable employees. To create an attractive working environment, AGRANA offers flexible work hours and, for administrative staff, the option of working remotely up to 50% of the time.
The existing internal company amenities continued to be provided, such as the use of a company kindergarten at the headquarters site in Vienna, and weeks of summer holiday care – organised and financially supported by the company – offered for employees’ children at the site in Aschach, Austria. Additionally, in Austria and Germany, AGRANA provides financial assistance for the day care of small children up to the age of three.