Raiffeisen Bank International AG - Home
Back

Declaration of Conformity

Declaration of Conformity

RBI attaches great importance to responsible and transparent business management in order to maintain the understanding and confidence of its various stakeholders – not least capital market participants. Hence, RBI is committed to adhering to the Austrian Corporate Governance Code (ACGC or “the Code”) as laid out in the version dated January 2015, while taking any legal changes relating to the L Rules (Legal Requirement) in 2017, into consideration.

Transparency is a key corporate governance issue and is therefore of particular importance to RBI. This Corporate Governance Report is structured according to the legal guidelines contained in § 243c of the UGB and is based on the structure set forth in Appendix 2a of the ACGC.

The ACGC is subdivided into L, C and R Rules. L Rules are based on compulsory legal requirements. C Rules (Comply or Explain) should be observed; any deviation must be explained and justified in order to ensure conduct that complies with the Code. R Rules (Recommendations) have the characteristics of guidelines; non-compliance does not need to be reported or justified.

RBI deviates from the C Rules below, however complies with the Code through the following explanations and justifications:

C Rule 45: non-competition clause for members of the Supervisory Board
RBI AG is the central institution of the Raiffeisen Banking Group Austria (RBG). Within RBG, RBI serves as the central institution of the regional Raiffeisen banks and other affiliated banks. Some members of the Supervisory Board in their function as shareholder representatives therefore also hold executive roles in RBG banks. Consequently, comprehensive know-how and experience specific to the industry can be applied in exercising the control function of the Supervisory Board, to the benefit of the company.

C Rule 52a: The number of members of the Supervisory Board (without employee representatives) shall be ten at most.
The Supervisory Board currently consists of nine core shareholder representatives for the RBG and three free float representatives. It thus has two more members than in the year before. This increase in the number of members was based on a resolution passed by the Annual General Meeting on 22 June 2017. The increase provides the Supervisory Board with additional industry knowledge and experience, more diversity, and further strengthens its ability to exercise its control function.

 

Austrian Corporate Governance Code

Link to the Homepage of the Austrian Working Group for Corporate Governance