BWT Corporate Governance

Corporate Governance comprises all measures to ensure that the interests of the shareholders are consistent with the actions of the management and the employees of a company. Since going public in 1992, BWT has been pursuing the goal of sustainable ecologically and economically-oriented value enhancement.


With the Austrian Corporate Governance Code, BWT follows a regulation framework of standards for sound management and supervision of the company. This includes the standards of good corporate management common in international practice (OECD Principles) but also the important significant provisions of Austrian corporation law in this respect. This enables a high level of transparency for all stakeholders of the company. The Code is publicly accessible on the homepage of the Austrian Working Group for Corporate Governance on www.corporate-governance.at.


To avoid insider trading, a policy based on the Emittenten-Compliance-Verordnung (ECV – Regulation on Compliance for Issuers, current version: 2008) of the Austrian Financial Market Authority has been in place at BWT since 2002 and is implemented in the company by the Compliance Officer. The Code of Conduct which came into force in 2007 is aimed at all employees and includes all the principles of conduct. It provides guidance on the fundamental ethical and legal duties of BWT employees.


The new version that now applies – an amended version of the first version formulated in 2002 and of the second version amended in 2006– is binding with effect from January 1, 2009. It includes the Corporate Governance recommendations of the European Commission and the 2005 Gesellschaftsrechtsänderungsgesetz (2005 GesRÄG – 2005 Austrian Company Law Amendment Act), as well as the newest legal adjustments. The improvements primarily relate to the Supervisory Board regarding transparency and independence and the compensation.

The Code comprises three rule categories:

1. Legal requirement (“L”) – including compulsory regulations
2. The “C” rules (Comply or Explain) in the Austrian Code of Corporate Governance are to be followed; any deviation must be explained and the reasons stated in order to comply with the Code
3. Recommendation rules (“R”)

BWT applies the Corporate Governance Code in the version 2009 in full with the following explanations:

Rule 16
The Management Board consists of two persons: Mr. Andreas Weissenbacher, born 1959, Chairman of the Executive Board since 8/1/1991 of BWT AG founded by him; Mr. Weissenbacher is responsible for the operational business and for the departments R&D, Human Resources, Marketing and IR/PR.
Mr. Gerhard Speigner, born 1960, since 1/5/1996 Chief Financial Officer is managing the departments Finance & Controlling, Treasury, IT and Law. Both members of the Management Board are appointed until 20/9/2010. This organization allows a high flexibility and an efficient operation in the Management Board.


Rule 18
The internal auditing duties are currently being performed by the Group Controlling and Group Treasury departments. The Management and Supervisory Boards receive regular reports about important results of these auditing activities.


Rules 28 through 30
Performance-related payments at BWT AG are not made via share options, but are dependent on long-term and sustainable performance criteria. These include predefined goals regarding company results, qualitative and quantitative goals. In 2008, 90% of the total remuneration of the Management Board was fixed and 10% performance-related. There is no company pension. There are also no Management Board entitlements or individual legal rights should the function be terminated. There is a valid liability insurance protection for the management of the group (D&O insurance).



Rule 31
Due to the Management Board consisting of only two persons, we refer to the rules 28 to 30 above.


Rule 34
Apart from the Audit Committee, the Supervisory Board established no further committees. Due to the efficient size of the Supervisory Board (six persons) decisions are taken together.


Rule 36
The Supervisory Board held four meetings in the year 2008.


Rule 39
The Audit Committee is the only committee established by the Supervisory Board of BWT AG. The Supervisory Board of BWT AG comprises experts in various fields and holds constructive meetings at regular intervals, which cover strategic, balance sheet, and personnel-related matters of the company. In this context, the BWT AG Supervisory Board is also involved in all important decisions of the Management Board as an advisory body. The following persons of the Supervisory Board form part of the Audit Committee: Dr. Bednar, Ms. Egger, Mr. Reicher. The Audit Committee held 2 meetings in the year 2008 at which the year-end accounts and the internal control, revision and risk systems were discussed.


Rule 51
The members of the Supervisory Board received expense reimbursements totalling € 46,400 for the activities during the 2008 financial year (2007: € 31,100). The basis remuneration for the members of the Supervisory Board amounts to € 7,500 per person, for the Chairman € 15,000. Beyond that, there were compensations of travel costs.


Rule 53
“Independent” in the sense of the blanket clause of Rule 53 refers to members of the Supervisory Board whose business or personal relationship with BWT AG or its Management Board does not constitute a material conflict of interest allowing the member’s behavior to be influenced. The criteria for independence are set in accordance with the guidelines of the Corporate Governance Code (Annex 1).
The Supervisory Board thus comprises the following independent members:
Dr. Leopold Bednar, Gerda Egger, Dr. Wolfgang Hochsteger, Klaus Kastner MBA, Dipl.-Vw. Ekkehard Reicher, Serge Schmitt.


Rule 57
The BWT AG Articles of Association do not stipulate any age limit for the members of the Supervisory Board.


Rule 58

Where applicable, other Supervisory Board mandates or similar functions in domestic or foreign listed corporations are disclosed: Dr. Leopold Bednar, Mrs. Gerda Egger and Dr. Wolfgang Hochsteger are also Supervisory Board members of Christ Water Technology AG. Mr. Serge Schmitt is member of the Management Board of Christ Water Technology AG.


Rule 62
The present Corporate Governance Report was not evaluated by an external institution.


Rule 68
The Annual Financial Report is publicly accessible on the homepage of the IssuerInformationCenter of the Oesterreichische Kontrollbank (OeKB) under http://issuerinfo.oekb.at/startpage.html


Rule 73
Disclosure of purchases and sales of BWT shares by members of the Management Board is made in
accordance with article 48d paragraph 4 BörseG to the Austrian Financial Market Authority (FMA), and put on the website of the Financial Market Authority on www.fma.gv.at.


Rule 83
The evaluation of the efficiency of risk management in made in the course of the internal reporting and is reported to the Management Board directly.