GRI
Composition of the Supervisory Board
Shareholder representatives
Provincial Councillor Commercial Council Markus ACHLEITNER, Chairman, Aichkirchen
Solicitor Mag. Stefan LANG LL.M., Vice-Chairman, Linz
Chief Executive Officer Dr. Heinrich SCHALLER, Deputy Vice-Chairman, Linz
Head of Administrative Department Dr. Miriam EDER MBA, Linz
Chairman of the Management Board Mag. Dr. Erich ENTSTRASSER, Innsbruck
Managing Director Mag. Dr. Christiane FRAUSCHER, Linz
Member of Management Board Mag. Florian HAGENAUER MBA, Linz
Chief Executive Officer Dipl.-Ing. Erich HAIDER MBA, Linz
Deputy to Chief Executive Officer Commercial Council Mag. Michaela KEPLINGER-MITTERLEHNER, Linz
Dr. Elisabeth KÖLBLINGER, Vöcklabruck
Member of Management Board Mag. Kathrin Renate KÜHTREIBER-LEITNER MBA, Linz
Head of Local Parliamentary Group, Member of State Parliament, Ing. Herwig MAHR, Linz
Gertrude SCHATZDORFER-WÖLFEL, Zipf
Thomas Peter STADLBAUER MSc MBA MPA, Linz
Provincial Councillor Commercial Council Markus Achleitner, chairman of the highest governance body, is not a senior executive of the Energie AG Group.
Employees' representatives
Mag. Dr. Regina KRENN, Head of Works Council, Steyr (retired on 31 December 2022)
Ing. Peter NEISSL MBA MSc, Head of Works Council, Hartkirchen
Edith SCHATZDORFER, Head of Works Council, Pasching
Edith SCHMID, Head of Works Council, Perg (since 1 January 2023)
Ing. Bernhard STEINER, Head of Works Council Group Representatives, Ottensheim
Gerhard STÖRINGER, Head of Central Works Council, Zell am Pettenfirst
Christian STROBL, Head of Works Council, Gampern
Andreas WALZER, Head of Works Council, Wels
The Supervisory Board convenes as necessary, and at least four times a year.
The Supervisory Board performs no operational tasks. It advises and oversees the Management Board. The Supervisory Board comprises a minimum of six and a maximum of 20 (currently 14) members elected by the annual General Meeting (shareholder representatives) as well as members appointed by the Works Council in line with the Austrian Labour Constitution Act (employee representatives, currently seven). The members of the Supervisory Board (shareholder representatives) are elected by the General Meeting on a rolling basis in accordance with § 87 of the Stock Corporation Act (AktG). Before the election, persons proposed must present to the General Meeting their professional qualifications, vocational or similar functions along with all circumstances that could give rise to cause for concern over partiality. The term of office for Supervisory Board members terminates at the end of the General Meeting that rules on approving actions for the fourth fiscal year following the election or appointment, unless they were elected for a shorter term; the fiscal year in which the election takes place is not counted. Re-elections are possible. Employee representatives are appointed in line with § 110 of the Austrian Labour Constitution Act (ArbVG) and the provisions of the regulation governing the appointment of employee representatives to the Supervisory Board (AR-VO).
In accordance with § 86 para 7 of the Austrian Stock Corporation Act (AktG), women must comprise at least 30% of the Supervisory Board, with this figure rounded up or down to the nearest whole number. At least six women must therefore serve on the Supervisory Board of Energie AG Oberösterreich. As the curia of shareholder representatives annually objects to an overall assessment for all elections and appointments for the forthcoming fiscal year, the two Supervisory Board curia (shareholder and employee representatives) are required to meet this quota separately.
The Supervisory Board currently has one permanent committee for Management Board-related matters and one Audit Committee. The committee for Management Board-related matters comprises four shareholder representatives appointed by resolution of the full Supervisory Board. When appointing members of the committee for Management Board-related matters, the full Supervisory Board also appoints the chairperson of the committee. The proceedings of the committee for Management Board-related matters is defined in the rules of procedure for the Supervisory Board.
The Supervisory Board has also established a permanent Audit Committee in line with § 92 para 4a of the Austrian Stock Corporation Act. The Audit Committee is made up of six shareholder representatives appointed by resolution of the full Supervisory Board and three employee representatives appointed from the ranks of all employee representatives by simple majority in line with § 32a AR-VO. One member of the Audit Committee must be a person with relevant knowledge of the requirements of the company and practical experience in the field of finance and accounting as well as reporting (financial expert). When appointing members of the Audit Committee, the full Supervisory Board also appoints the chairperson of the committee. The proceedings of the Audit Committee are defined in § 92 para 4a AktG and the rules of procedure for the Supervisory Board.
In accordance with § 75 AktG, the Supervisory Board appoints members of the Management Board for a maximum of five years. As Energie AG Oberösterreich is subject to the rulings of the Court of Auditors, the provisions of the law on transparency in the filling of positions in state-affiliated companies (Stellenbesetzungsgesetz) are observed.
According to prevailing opinion, members of the Supervisory Board have a duty of loyalty and allegiance to the Company, thereby prioritising the well-being of the Company over possible other interests. The Supervisory Board must remain loyal to the Company, and the interests of the Company must always guide its actions.
According to § 95 para 5(12) of the Austrian Stock Corporation Act, the conclusion of contracts with members of the Supervisory Board which oblige those members to perform services outside of their Supervisory Board activities for the Company or a subsidiary (§ 189a(7) of the Austrian Commercial Code) for remuneration of a not inconsiderable value shall require the consent of the Supervisory Board. The same applies to contracts with companies in which a Supervisory Board member has a significant business interest.