Bene Office Furniture

INVESTOR RELATIONS: Corporate Governance

The Austrian Corporate Governance Code (ÖCGK) published in October 2002 primarily addresses Austrian stock listed public companies. The framework of the Code are the provisions of the Austrian Stock Corporation Law, the Stock Exchange Law and the Capital Market Law, the EU-Recommendations regarding
the responsibilities of the Supervisory Board members and the compensation of Directors as well as the principles of the OECD Guidelines for Corporate Governance.

The ÖCGK supports Austrian companies with a set of rules for the company management and supervision. The goal of the Code is to pursue a responsible, sustainable, and long-term value creating management and supervision of companies and corporations. The code shall provide higher transparency for the shareholders of the company and becomes effective by voluntary self-commitment of companies. The BENE AG undertakes to comply with the Corporate Governance Code in the version of January 2012.

In addition to the mandatory L-rules (legal requirements), BENE AG also complies with the C-rules (comply or explain) of the OeCGK, with the exception of the following:

C-rule 18:
Due to the size of the company and for economic reasons, it is not considered necessary to install an internal audit as separate staff unit of the Management Board or to contract out the function to a competent institution.

C-rule 27/27a:
As part of the latest update of the OCGK these rules were revised in the version of 2010 of the OCGK. Due to the proximity in time to the (new) appointment of the members of the Management Board, the new regulations were not yet included in the contractual agreements with the members of the Management Board signed in 2010.

C-Rule 30 / 31:
The BENE AG is of the opinion that the individual disclosure of the remuneration of the members of the Management Board does not provide any capital market relevant information to the shareholders or other stakeholders and thus does not give any additional insights with regard to economic aspects.