Bene Office Furniture

INVESTOR RELATIONS: Corporate Governance

The Austrian Code of Corporate Governance (OeCGK) was published in October 2002 and supplemented several times since then. BENE AG undertakes to comply with the Austrian Code of Corporate Governance, as amended in January 2010. The OeCGK 2010 primarily addresses Austrian stock listed companies. The basis of the Code are provisions of the Austrian corporation law, securities law and capital market law, EU Directives regarding the responsibilities of supervisory board members and the compensation for the management board, as well as the principles of OECD Guidelines for Corporate Governance.

The OeCGK supports Austrian companies with a framework of voluntary and self-regulatory provisions governing management functions and supervisory tasks. The goal of the Code is to assure the responsible management and supervision of companies and groups of companies, with the ultimate target to create sustainable and long-term values. It has been created to increase transparency for shareholders and becomes effective on the voluntary commitment of companies.

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 / 51:
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.