Corporate Governance

The MM Group has voluntarily committed to compliance with the Code in its respectively applicable version since the Austrian Corporate Governance Code (Österreichischer Corporate Governance Kodex – ÖCGK) became effective in 2002. 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 regularly reviewed against the background of national and international developments and adjusted as necessary. 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 the MM Group. Furthermore, an external evaluation of compliance with C rules is carried out every three years, which was again performed in 2021 in order to rotation.

The implementation and evaluation for the business year 2021 is based on the Code's version of January 2021. The MM Group 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 2021:

• Rule 27a: The Management Board contracts do not contain any provisions stipulating that the economic situation is to be taken into account in the event of the premature retirement of a Management Board member. However, due to the long-term profit-sharing scheme, future developments are taken into account by means of surcharges or deductions. When concluding new Management Board contracts, this requirement of the ÖCGK should also be taken into account. 

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 Goëss 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
Chairman of the  Supervisory Board at Andritz AG, Graz; Deputy Chairman of the Supervisory Board at Plansee Holding AG, Reutte; 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 April 29, 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 April 29, 2020
born in 1961
Auditor and tax consultant, University Professor of Corporate Valuation and Value-Oriented Management 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

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.

The mandates of the employees' representatives 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 Supervisory Board is committed to the guidelines set out in annex 1 of the Austrian Corporate Governance Code when 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 employees in leading positions, the auditor, or 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 all members of the Committees of the Supervisory Board.

In addition, the members of the Supervisory Board deal with the provisions of the Austrian Corporate Governance Code regarding conflicts of interest at least once a year. Furthermore, new members of the Supervisory Board receive detailed information on the avoidance of conflicts of interest at the start of their activities.

Representation of interests of a share > 10 % in Mayr-Melnhof Karton AG
In the Supervisory Board of Mayr-Melnhof Karton AG, there are two independent members representing a shareholding of more than 10 %:
Nikolaus Ankershofen
Ferdinand Mayr-Melnhof-Saurau

Contracts between members of the Supervisory Board and the Company subject to approval
In the financial year 2021, the following contracts between Mayr-Melnhof Karton AG and individual members of the Supervisory Board were subject to approval:

Nikolaus Ankershofen
Ankershofen Goëss Hinteregger Rechtsanwälte OG, where Nikolaus Ankershofen is lawyer and partner, acts as a legal advisor to Mayr-Melnhof Karton AG on an ad-hoc basis. These mandates mainly relate to employment law matters between the Management Board and Mayr-Melnhof Karton AG. Ankershofen Goëss Hinteregger Rechtsanwälte OG charges on the basis of hourly rates customary for lawyers. In the financial year 2021, fees totaling thous. EUR 23 were charged.

Franz Rappold
RAFRA Consulting GmbH provides consulting services on the basis of a consulting agreement with Mayr-Melnhof Karton AG, which are outside the activities of Franz Rappold as a member of the Supervisory Board. The consulting agreement has a total term of 3 years and ends on June 30, 2022. The contractually agreed consulting fee amounts to thous. EUR 100 per calendar year plus any cash expenses.

As a sustainably operating company, the MM Group is more than ever committed to taking diversity into account as a long-term success factor. 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. We are convinced that with a background of different perspectives and experiences, which we consider to be an enrichment, we can perform our tasks even more effectively and innovatively. In our Group-wide, uniform, inclusive human resource policy, we are committed to equal opportunities, irrespective of national/ethnic origin, gender, age, religion or life situation, and assess employees and applicants in accordance with the principle of equal treatment.

When filling management positions in the Company, the MM Group generally follows the recommendation of the Equal Opportunities Act to pay attention to diversity and to strive in particular for an appropriate distribution of gender, age and competence. In line with our strategic objective to achieve the best possible diversity at the top management level and to further increase the proportion of women in management positions, we are pleased to report on progress in 2020/2021. Since 2021, one woman has been appointed to a divisional executive board. In addition, women hold more and more top management positions within the MM Group. These include in particular the areas of Human Resources, Information Management (IT), Strategy/Continuous Improvement, Marketing Communication and Legal. Within the framework of internal management development, we attach great importance to further expand the share of female participants. More flexible work arrangements help to increase the compatibility of career and family. Overall, the share of women in the MM Group amounted to 22.3 %. However, due to MM's activity in heavy industry and work in shifts, the share of women in the Group and in recruitment tends to be low. Being an attractive employer for women in both technical and commer-cial occupations is our long-term aspiration.
 
At present, the Supervisory Board consists of ten men and the Management Board, the only employees of the listed holding company, of three. In the election of Supervisory Board members, attention is paid to the professional and per-sonal qualifications, independence and impartiality of the candidates and to a well-balanced composition. Achieving a more balanced gender ratio of the Supervisory Board remains our objective. 

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