C o n s o l i d a t e d C o r p o r a t eG o v e r n a n c e - R e p o r t

(in accordance with section 267b UGB)

CORPORATE-GOVERNANCE-REPORT

The primary objective of Flughafen Wien AG is to sustainably increase the value of the company and to provide mobility and connectivity for Austria. A responsible approach to management is implemented in order to achieve this objective. This report also includes the Consolidated Corporate Governance Report.

Commitment to responsible company management

Flughafen Wien AG has been committed to the Austrian Corporate Governance Code since 2003 and has renewed this commitment to adhere to the Austrian Corporate Governance Code in its January 2020 version in the 2020 financial year. The Code can be viewed at www.corporate-governance.at.

Flughafen Wien AG satisfies all provisions of the Austrian Corporate Governance Code with the exception of Rule 16, first sentence (a chairman has not been appointed so as to retain the team spirit among the Management Board) and Rule 62 (since, with the exception of Rule 16, all provisions of the Corporate Governance Code are satisfied, an external evaluation is not carried out).

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CORPORATE-GOVERNANCE-REPORT

The management

In the 2020 reporting year, Julian Jäger and Günther Ofner were members of the Management Board of Flughafen Wien AG.

Structure by areas of activity in the 2020 financial year:

Management Board

Management Board

Günther Ofner

Julian Jäger

Real Estate Management

Operations

Wolfgang Scheibenpflug

Nikolaus Gretzmacher

Planning, Construction and Facility

Handling Services

Management

Franz Spitzer

Stefan Kovacs1

Finance and Accounting

Centre Management

Rita Heiss

Björn Olsson2

Strategy and Company Development

Information Systems

Andreas Schadenhofer

Susanne Ebm (on leave)

i.V. Thomas Dworschak

Secretary General

Audit

Wolfgang Köberl

Günter Grubmüller

Human Resources

Christoph Lehr

Communication

Tillmann Fuchs

Central Purchasing

Andreas Eder

Authorised joint signatories in the 2020 financial year:

Andreas Eder

Christoph Lehr

Stefan Kovacs3

Wolfgang Scheibenpflug

Franz Spitzer

Günther Grubmüller

Nikolaus Gretzmacher

Susanne Ebm

Andreas Schadenhofer

Björn Olsson4

Rita Heiss

Stephan Klasmann5

Tillmann Fuchs6

Judith Engel7

Wolfgang Köberl

  1. From 1 April 2020; until 31 March 2020 DI Judith Engel
  2. Until 30 June 2020; from 1 January 2021 Phillipp Ahrens
  3. From 1 April 2020
  4. Until 16 July 2020
  5. Until 15 April 2020
  6. From 1 April 2020
  7. Until 15 April 2020

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CORPORATE-GOVERNANCE-REPORT

Management Board

Member of the Board Julian Jäger

Born in 1971, studied Law at The University of Vienna and joined Flughafen Wien AG in 2002 as a member of the legal department. From 2004 to 2006, he headed the Business Development department in the Airline and Terminal Services area before becoming Chief Commercial Officer for Malta International Airport plc in 2007 and then Chief Executive Officer in 2008. On 5 September 2011 he was appointed as a member of the Board of Flughafen Wien AG. By resolution of the Supervisory Board on 14 June 2019, Julian Jäger was appointed as a member of the Board of Flughafen Wien AG for a further 5-year period until 30 September 2025.

Supervisory Board mandates or comparable functions in companies not belonging to the Group:

  • FK Austria Wien AG

Member of the Board Günther Ofner

Born in 1965, studied Law at The University of Vienna and received a doctorate in 1983, worked as a lecturer at The University of Vienna from 1986 to 2000. Managing Director of the Friedrich Funder Institut für Journalistenausbildung und Medienforschung from 1981 to 1992, from 1992 to 1994 deputy head of the international office at Österreichische Elektrizitätswirtschafts AG. From 1994 to 2004, he was a member of the Management Board at Burgenländische Elektrizitätswirtschafts AG and from 1995 to 1997 and 2005 to 2011 he was also a member of the Board and then 2004 to 2005 member of the Supervisory Board at Burgenland Holding AG. From 2004 to 2005, Günther Ofner was Chairman of the Management Board at UTA Telekom AG. Between 2005 and 2011, he was Managing Director as well as Head of M&A at various Aus- trian and foreign subsidiaries of EVN AG. On 5 September 2011 he was appointed as a member of the Board of Flughafen Wien AG. By resolution of the Supervisory Board on 14 June 2019, Günther Ofner was appointed as a member of the Board of Flughafen Wien AG for a further 5-year period until 30 September 2025.

Supervisory Board mandates or comparable functions in companies not belonging to the Group:

  • Hypo NOE Gruppe Bank AG
  • Wiener Städtische Wechselseitiger Versicherungsverein - Asset management - Vienna Insurance Group
  • Österreichische Gesellschaft für Zivilluftfahrt mit beschränkter Haftung

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CORPORATE-GOVERNANCE-REPORT

Working procedure of the Management Board

The Management Board manages the business on the basis of laws, the Articles of Association and Rules of Procedure. The Rules of Procedure govern the allocation of duties and cooperation within the Management Board. They also describe the Management Board's information and reporting duties as well as a catalogue of measures that required approval by the Supervisory Board. The Management Board meets regularly to discuss current business performance and to make decisions that require the approval of the entire Board. Members of the Management Board also regularly exchange information regarding relevant activities and events.

Remuneration of the Management Board

Remuneration of the Management Board is described in the remuneration policy adopted at the Annual General Meeting on 4 September 2020 and the remuneration report. The remuneration report is presented at the Annual General Meeting and published on the company's homepage.

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Flughafen Wien AG published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 08:20:01 UTC.