Corporate Governance

Since the Austrian Corporate Governance Code (Österreichischer Corporate Governance Kodex – ÖCGK) became effective in 2002, Mayr-Melnhof Karton AG has voluntarily committed itself to compliance with the Code in its respectively applicable version. The Code is based on the provisions of Austrian stock corporation, stock exchange and capital market laws, EU recommendations as well as the guidelines contained in the OECD Principles of Corporate Governance. The Code is, in accordance with national and international developments, regularly reviewed and adjusted accordingly. The current Austrian Corporate Governance Code can be downloaded from the website of the Austrian Working Group for Corporate Governance at www.corporate-governance.at. The compliance with the Corporate Governance Code is subject to an annual internal evaluation provided by Mayr-Melnhof Karton AG. Furthermore, an external evaluation of compliance with C rules is carried out every three years, which was last performed in 2018 in order to rotation. 

The implementation and evaluation for the business year 2020 is based on the Code's version of January 2021. Mayr-Melnhof Karton AG continues to comply with all legal provisions without any restrictions. Almost all additional C Rules and R Rules (Recommendations) contained in the Code, which do not require any explanation in case of deviations, have been complied with. 

The Company gives the following explanations for deviations from C Rules for 2020: 

• Rule 27a In case of an early termination of a member of the Management Board without any good cause, such member shall be compensated for no more than the remaining term of the contract. The economic situation of the Company is not considered.  
  Explanation: Content of current contracts with the members of the Management Board 

Rainer ZELLNER
Chairman since April 29, 2015
born 1947
Independent entrepreneur, Chairman of the Supervisory Board of Mayr-Melnhof Holz Holding AG, Leoben

Johannes GOESS-SAURAU
1^st Deputy Chairman since May 7, 2008
Member of the Supervisory Board since May 18, 2005
born 1955
Manager of his own companies

Nikolaus ANKERSHOFEN
2^nd Deputy Chairman since April 26, 2017
Member of the Supervisory Board since April 28, 2010
born 1969
Lawyer and partner at Ankershofen-Goess-Hinteregger Rechtsanwälte OG, Supervisory Board member at Mayr-Melnhof Holz Holding AG, Leoben, Management Board member of several private trusts

Alexander LEEB
Member of the Supervisory Board since May 7, 2008
born 1959
Deputy Chairman of the Supervisory Board at Plansee Holding AG, Reutte; Deputy Chairman of the  Supervisory Board at Andritz AG, Graz; Chairman of the Board of Trustees of LGT Venture Philanthropy Foundation, Vaduz 

Georg MAYR-MELNHOF
Member of the Supervisory Board since May 7, 2008
born 1968
Employee of the archdiocese of Salzburg

Ferdinand MAYR-MELNHOF-SAURAU
Member of the Supervisory Board since 29 April 2020
born in 1987
Managing partner at various real estate investment and real estate development companies; Management Board member at Oskar Vogl Privatstiftung, Graz  

Klaus RABEL
Member of the Supervisory Board since 29 April 2020
born in 1961Auditor and tax consultant, University Professor of Corporate Valuation and Value-Oriented Corporate Governance at the Institute of Corporate Accounting and Taxation at the Karl-Franzens-University, Graz; Deputy Chairman of the Professional Committee for Business Administration of the Chamber of Advisors and Auditors, Vienna; Member of the Europe MSR Board of the International Valuation Standards Council (IVSC), London; Management Board member of Austrian family trusts and Supervisory Board member in Austrian family-owned companies

Ing. Franz RAPPOLD
Member of the Supervisory Board since 29 April 2020
born in 1952
Managing partner at RAFRA Consulting GmbH; Supervisory Board member at Polo Handels AG, Vienna; Supervisory Board member at Mayr-Melnhof Holz Holding AG, Leoben; Management Board member of a private trust; former Management Board member at Mayr-Melnhof Karton AG

Andreas HEMMER
Member of the Supervisory Board since October 20, 2009
born 1968
Employee representative

Gerhard NOVOTNY
Member of the Supervisory Board since May 10, 1995
born 1963
Employee representative

The current mandates of all members of the Supervisory Board delegated by the shareholders will expire at the 31^st Ordinary Shareholders’ Meeting in 2025 which will resolve on the discharge for the financial year 2024.

All mandates of the Supervisory Board members delegated by the employees' representation bodies are awarded for an indefinite period of time.

Members of the Committees of the Supervisory Board
Presidium (Committee for Management Board Issues)
Rainer ZELLNER, Chairman
Johannes GOESS-SAURAU
Nikolaus ANKERSHOFEN 
 

Audit Committee
Klaus RABEL, Chairman
Rainer ZELLNER
Johannes GOESS-SAURAU
Nikolaus ANKERSHOFEN 
Gerhard NOVOTNY 

Members of the Supervisory Board with additional Supervisory Board mandates in publicly listed companies
Alexander LEEB
Member of the Supervisory Board Andritz AG, Graz, Österreich

Independence of the members of the Supervisory Board
The members of the Supervisory Board have orientated themselves towards the guidelines of the Austrian Corporate Governance Code for determining the criteria of their independence:

A Supervisory Board member must not maintain, or have maintained in the past year, any business relations with the Company or any of its subsidiaries with significance for the member of the Supervisory Board. This also applies to relationships with companies in which a member of the Supervisory Board has a considerable economic interest, but not to the performance of institutional functions in the Group. 

The approval of individual transactions by the Supervisory Board in accordance with L Rule 48 (Company Contracts with Members of the Supervisory Board outside their activity in the Supervisory Board) does not automatically qualify the person as not independent.

The Supervisory Board member must not have acted as an auditor of the Company or have owned a share in the auditing company or have worked there as an employee in the past three years.

The Supervisory Board member must not be a member of the Management Board of another company in which a member of the Company's Management Board is a Supervisory Board member.

The Supervisory Board member must not be closely related (direct offspring, spouse, life partner, parent, uncle, aunt, brother, sister, niece, nephew) to a member of the Management Board or to employees in leading positions, to the auditor, or to employees of the auditing company.

All members of the Supervisory Board have declared their independence in accordance with these criteria. Consequently, this also applies to any members of Committees of the Supervisory Board.

Representation of interests of a share > 10 % in Mayr-Melnhof Karton AG
In the Supervisory Board of Mayr-Melnhof Karton AG, there is only one independent member representing a legal entity with a shareholding of more than 10 %:
Nikolaus ANKERSHOFEN

Contracts between members of the Supervisory Board and the Company subject to approval
There are no such contracts.

Compensation of the Supervisory Board
The compensation of the Supervisory Board for the current business year will be determined by the Shareholders’ Meeting in the following year and paid subsequently. The Supervisory Board’s compensation for 2019 amounted to thous. EUR 497. The distribution of the total compensation among the members is the Supervisory Board’s responsibility. In addition, the members of the Supervisory Board are granted a compensation for additional expenses incurred in exercising their duties.

The MM Group’s concept of diversity is stated in the Code of Conduct. It is laid down there that we commit ourselves to creating a working environment throughout the Group that is characterized by openness and mutual respect. Diversity enables us to see things from different perspectives and against the background of different experiences, which we consider to be an enrichment that allows us to perform our tasks in even more effective and innovative ways. We are committed to providing equal opportunities, regardless of national or ethnic decent, gender, age, religion or life situation. Employees and job applicants are assessed based on the principle of non-discrimination.  

The Supervisory Board currently comprises ten men, and the Management Board three. In the election of Supervisory Board members at the 26th Annual General Meeting, attention was paid to the candidates' professional and personal qualifications, independence and impartiality, and to a well-balanced composition. A balanced gender ratio within the Supervisory Board remains an objective.  

The MM Group, however, follows the recommendations of the Equality Act to observe diversity when filling management positions within the Company and to strive for achieving a reasonable allocation according to gender, age, and expertise. Women have been holding leading positions within the  MM Group for a long time, particularly in the areas of human resources, legal matters, information management, sales, finance and product development, and safety. The strategic goal is to achieve the best possible diversity at top management level and to further increase the proportion of women in management positions. By making work arrangements more flexible, the compatibility of career and family is supported. Owing to the Group's activities in heavy industry and the shift systems, the proportion of women within the Group and in the recruitment process tends to be low, however. Being an attractive employer for women, also in technical occupations, is our long-term aspiration. 

Notifications of management transactions pursuant to Article 19 of Regulation (EU) No 596/2014