In accordance with C-Rule 53 of the Austrian Corporate Governance Code a member of the Supervisory Board shall be deemed as independent if said member does not have any business or personal relations with the company or its management board that constitute a material conflict of interests and is therefore suited to influence the behaviour of the member.
In particular, the Supervisory Board member shall not
- have served as member of the management board or as a management-level staff of CA Immo or one of its subsidiaries in the past five years.
- maintain or have maintained in the past year any business relations with CA Immo or one of its subsidiaries to an extent of significance for the member of the Supervisory Board. This shall also apply to relationships with companies in which a member of the supervisory board has a considerable economic interest, but not for exercising functions in the bodies of the group. The approval of individual transactions by the supervisory board pursuant to L Rule 48 does not automatically mean the person is qualified as not independent.
- have acted as auditor of CA Immo or have owned a share in the auditing company or have worked there as an employee in the past three years.
- be a member of the management board of another company in which a member of the management board of the company is a supervisory board member.
- remain on the Supervisory Board for more than 15 years. This shall not apply to supervisory board members who are shareholders with a direct investment in the company or who represent the interests of such a shareholder
- be a closely related (direct offspring, spouses, life partners, parents, uncles, aunts, sisters, nieces, nephews) of a member of the management board or of persons who hold one of the aforementioned positions.
Download:
Guidelines of independence (only in German) [xx kb]
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