Corporate Governance Report

Corporate Governance in action: part of our CSR strategy
The objectives of CA Immo are based on an allembracing corporate social responsibility (CSR) strategy. The strategy takes economic, environmental and social factors into consideration whilst establishing exemplary corporate governance (compliance) as an essential element in everyday business activity. We believe in treating our stakeholders with integrity, professionalism, transparency and fairness and are committed to observing all relevant compliance standards. We have codified the basic principles of our trading activity in a code of conduct. This code applies to all business areas.

Committed to observing the Austrian Corporate Governance Code
Compliance with the appropriate legal provisions in Austria is very important to the Management Board and Supervisory Board of CA Immo. Needless to say, our subsidiaries in Germany and Eastern Europe comply with local legislation. CA Immo is committed to observing the Austrian Corporate Governance Code and thus to transparency and principles of good corporate management. In business year 2011 CA Immo implemented almost in full the regulations and recommendations of the Code. Discrepancies were noted in respect of C Rules no. 2 (right of appointment to the Supervisory Board) and 45 (executive positions with competitor companies). Compliance with de Code is evaluated annually (most recently by KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH).

The first austrian real estate company with certification under ICG standards
In addition to observing the Austrian Corporate Governance Code, CA Immo has become the first real estate company in Austria voluntarily to comply with the ICG standards defined by the ICG Corporate Governance Initiative (a registered association for the real estate sector in Germany), which were imported to Austria with the cooperation of the Austrian Society for Sustainable Real Estate (ÖGNI). The standards complement the Austrian Corporate Governance Code by defining a value management system as well as regulations specific to real estate companies (e.g. duty to inform regarding changes in property valuations, representation of real estate experts on the Supervisory Board, special rules on preventing conflicts of interest in real estate transactions and contract awards). In 2011, KPMG Wirtschaftsprüfungs und Steuerberatungs GmbH performed the first Group level audit on compliance with the ICG standards; ÖGNI certification will be granted in 2012.

Compliance Management and Insidertrading
To prevent insider trading, the Management Board has adopted compliance guidelines with a view to implementing the Issuer Compliance Decree of the Austrian Financial Market Authority (FMA) within the company. CA Immo’s compliance guidelines were revised in October 2011 and adapted to the company’s structural circumstances. The guidelines apply in full to all corporate units and staff members of the CA Immo Group. Observance of the guidelines is monitored by the compliance officer. Acquisitions and sales of CA Immo securities by the company’s executive bodies are regularly reported on our web site.

Zero tolerance of corruption
CA Immo takes steps to ensure observance of its high standards, especially as regards preventing corruption (zero tolerance). In accordance with the new provisions of the Austrian Corporate Governance Code on combating corruption (C Rule 18a), the rules of procedure for the Management and Supervisory Boards were revised in relation to transactions requiring approval. Measures for tackling corruption will be discussed with the Supervisory Board at least once a year.

Lobbying
From an economic, social and environmental viewpoint, CA Immo is convinced of the importance of sustainability, especially in its urban development activities. The company accepts its responsibility by engaging in interest groups such as the ÖGNI and ZIA (‘German Property Federation’) and supporting initiatives like the ULI (‘Urban Land Institute’). Although the company does not participate directly in party politics, the local politics of urban planning are central to project developments. To this extent, CA Immo is involved in the political decision-making process in this area.

Rights of shareholders
CA Immo has issued 87.9 million ordinary shares in accordance with the ‘one share–one vote’ principle (C Rule 2). Another four registered shares entitle the holders to nominate one Supervisory Board member for each share; this right of appointment has not been utilised to date. Transfer of registered shares requires the approval of the company. There are no preference shares or restrictions on ordinary shares of the company at CA Immo.

Supervisory and Management Board collaboration according to the Code
Cooperation between the Supervisory Board and the Management Board is based on open discussion between and within these bodies in accordance with the principles of sound corporate governance. The Supervisory Board is provided with full details of pertinent matters regularly (or informed in good time prior to relevant Su¬pervisory Board meetings) in order that business developments and issues requiring decisions may be considered in the proper manner.

Responsibilities of the Management Board and Supervisory Board
The responsibilities of Management and Supervisory Boards and cooperation between Board members are regulated by pertinent legal provisions, the Articles of Association and rules of procedure passed by the Supervisory Board (including the schedule of responsibilities for the Management Board). The obligations therein defined as regards information provision and reporting by the Management Board apply to all subsidiaries of CA Immo. The full Supervisory Board rules on matters of critical importance as well as general strategy. The Supervisory Board also executes its duties through three competent committees and the presiding committee. A description of the main activities of the Supervisory Board in business year 2011 is provided in the Supervisory Board Report; the Board’s rules of procedure may be viewed here. The CA Immo Group has a centralised management structure. The Management Board of CA Immo comprises three members. Bruno Ettenauer has been the Chief Executive Officer since October 2009. The responsibilities of Management Board members are defined in a schedule of responsibilities. The full Management Board accepts responsibility for issues relating to risk management, auditing and sustainability. Regardless of individual departmental and Board responsibilities, all agendas are discussed openly by the Board members at regular Management Board meetings, with departmental representatives included in the discussions. The implementation of resolutions passed is constantly monitored.

Internal Auditing and Risk Management
Risk Management and Internal Auditing are separate units under the control of the full CA Immo Management Board (C Rule 18). On the basis of an auditing plan approved by the Management Board and coordinated with the audit committee as well as the Group-wide evaluation of risk in all corporate activities, the Internal Auditing unit oversees compliance with legal provisions, internal guidelines and rules of conduct; it also monitors the potential for risk in operational processes (upholding the dual verification principle in all organisational entities, continual reporting and so on). The Internal Auditing unit regularly reports to the Management Board, the audit committee and the full Supervisory Board on the auditing plan for the following year and the results of auditing. In addition, to assist in the early identification and monitoring of risks, the internal monitoring system (IMS) is continually expanded and assessed. The management letter from the auditing company along with that company’s report on the effectiveness of risk management within the Group were submitted to the Supervisory Board Chairman and examined carefully by the Supervisory Board.

Advancement of women at CA Immo
The aim of our active personnel policy is qualitatively, quantitatively and structurally to increase the proportion of women in the workforce as a whole – in skilled positions and at all managerial and executive levels. Across the Group, the proportion of female employees is 52 %; women make up around 16 % of managerial staff. One of the six Supervisory Board members is female.

Auditing company services and fees
By resolution of the Ordinary General Meeting, KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH was appointed to audit the annual and consolidated financial statements. In the case of foreign subsidiaries, local partner law firms of KPMG are generally charged with reviewing and auditing the semi-annual and annual financial statements and with overseeing the conversion to IFRS. Auditing charges paid to the Group auditor totalled € 501 K in the last business year (against € 256 K in 2010); expenditure on project-related and other (assurance) services was € 263 K in the reporting period (€ 239 K in 2010). No consulting services which could compromise independence (particularly legal/tax consultancy services) were rendered by the Group auditor.

Download:
Corporate Governance Report [.pdf]
Compliance Statement (only in German) [.pdf]
Joint Declaration by the Managing Board and Supervisory Board (only in German) [.pdf]
Declaration by the Managing Board (only in German) [.pdf]

<< back