Wienerberger : Corporate Governance Report 2023

2023 | Corporate Governance Report

Corporate Governance at wienerberger

As a listed company with international operations, wienerberger is committed to the principles of responsible corporate governance aimed at the sustainable creation of added value. Transparency in reporting, the continuous further development of an efficient system of corporate control, corporate management aligned with the interests of our stakeholders, and cooperation in a spirit of mutual trust between the Managing Board and the Supervisory Board, as well as among our employees, provide the basis for the achievement of our corporate targets, which are all set in line with our Sustainability Program. This under-standing of our role as a company is based on Austrian law, the Austrian Corporate Governance Code, the Articles of Association, the rules of procedure of the Boards of the company, and our internal policies.

Commitment to the Austrian Corporate Governance Code

Since the entry into force of the Austrian Corporate Governance Code in 2002, wienerberger has committed itself, without reservation, to comply with the rules of the Code, as amended. The Code, which can be accessed on the internet atwww.corporate-governance.at, provides a framework for the management and supervision of a company on the basis of international standards and is intended to ensure a high level of transparency for all stakeholders. Its guiding principles include the following:

• › Equal treatment of all shareholders

• › The highest possible level of transparency

• › Independence of the Supervisory Board

• › Open communication between the Supervisory Board and the Managing Board

• › Avoidance of conflicts of interest between the governing bodies of the company

• › Efficient monitoring by the Supervisory Board and the external auditor

This Corporate Governance Report is based on the most recent revision of the Code, dated January 2023. As in the previous year, wienerberger fully complied with all legal requirements (L Rules). Moreover, the C Rules ("Comply or Explain"), including the R Rules ("Recommendations"), which require no explana-tion in the case of non-compliance, were complied with in their entirety.

Members of the Managing Board

CEO Wienerberger AG Chairman of the Managing Board

Born 1966

Appointed until 31/12/2025

Chairman since 01/08/2009

Member since 21/05/2001

Responsible for the strategic and operational development of wienerberger

Group functions assigned:

›

Corporate Development

• › Organizational Development & Human Resources

• › Sustainability & Innovation

• › New Digital Business

• › Investor Relations

• › Corporate Communications

• › Corporate Secretary

• › North America

External mandates:

Chairman of the Supervisory Board of Wiener Börse AG Managing Director of ANC Anteilsverwaltung GmbH

Members of the Supervisory Board

KATRIEN BEULS

Member of the Supervisory Board

Born 1968

Independent

Appointed until 158th AGM (2027)

First elected: 05/05/2023

THOMAS BIRTEL

Member of the Supervisory Board

Born 1954

Independent

Appointed until 157th AGM (2026)

First elected: 03/05/2022

EFFIE K. DATSON

Member of the Supervisory Board

Born 1970

Independent

Appointed until 158th AGM (2027)

First elected: 05/05/2023

Mandates in listed companies:

None

Other mandates:

CEO Strategic Transformation and Group M&A of ISS A/S Member of the Supervisory Board of ISS Facility Services Holding GmbH

Member of the Supervisory Board of ISS Austria Holding GmbH and ISS Facility Services GmbH

Member of the Supervisory Board of ISS Tesis A.S.

Member of the Supervisory Board of ISS World Services A/S

Mandates in listed companies:

None

Other mandates:

Member of the Supervisory Board of four companies of VHV Versicherung

Chairman of the Board of CONCORDIA Sozialprojekte Stiftung Deutschland

Member of the Board of CONCORDIA Sozialprojekte gemein-nützige Privatstiftung Wien

Mandates in listed companies:

None

Other mandates:

Managing Director of EK Datson Capital Inc Non-Executive Director of Chia Network Inc

DAVID DAVIES

Member of the Supervisory Board

Born 1955

Independent

Appointed until 156th AGM (2025)

First elected: 19/05/2017

Mandates in listed companies:

Member of the Board of Directors and Chairman of the Audit Committee of Petrofac Ltd

Other mandates:

Member of the Supervisory Board and Chairman of the Audit Committee of Gas Transmission System Operator of Ukraine LLC (GTSOU)

MARC GRYNBERG

Member of the Supervisory Board

Born 1965

Independent

Appointed until 157th AGM (2026)

First elected: 03/05/2022

Mandates in listed companies:

Member of the Supervisory Board, the Accounts, Audit & Risk Committee, the Strategy & Sustainability Committee and Cli-mate Director of Nexans SA

Member of the Supervisory Board, the Investment Committee and Audit Committee of Umicore

Other mandates:

None

The following members resigned from the Supervisory Board of Wienerberger AG as of the end of the 154th Annual General Meeting on May 5, 2023:

PETER JOHNSON

Member of the Supervisory Board

Born 1947

Not independent since 13/05/2020

End of mandate: 05/05/2023

First elected: 12/05/2005

REGINA PREHOFER

Member of the Supervisory Board

Born 1956

Independent

End of mandate: 05/05/2023

First elected: 13/05/2011

OSWALD SCHMID

Member of the Supervisory Board

Born 1959

Independent

End of mandate: 05/05/2023

First elected: 06/05/2019

Members delegated by the Works Council:

GERHARD SEBAN

Member of the Supervisory Board

Born 1967

First delegated: 03/02/2006

CLAUDIA SCHIROKY

Member of the Supervisory Board

Born 1971

First delegated: 02/07/2002

WOLFGANG WALLNER

Member of the Supervisory Board

Born 1970

First delegated: 06/05/2019

Mandates in listed companies:

None

Other mandates:

Chairman of the Remuneration Committee of St. Edmund Hall, University of Oxford

Mandates in listed companies:

First Deputy Chairwoman of the Supervisory Board of AT&S Austria Technologie & Systemtechnik AG

Other mandates:

Member of the Supervisory Board of SPAR Holding AG and SPAR Österreichische Warenhandels-AG

Member of the Supervisory Board of 6B47 Real Estate Investors AG Member of the Board of Karlheinz and Agnes Essl Privatstiftung Member of the Advisory Board of "aws venture-capital-Initiative"

Mandates in listed companies:

CEO and Member of the Board of Directors of NV Bekaert SA (until 31/08/2023)

Other mandates:

Founder and owner of Sinigual Consulting GmbH

Chairman of the Works Council of the Hennersdorf plant (Austria) Chairman of the Central Works Council of Wienerberger Österreich GmbH Chairman of the Group Works Council and the European Works Council of Wienerberger AG

Chairwoman of the Works Council and the Central Works Council of Wienerberger AG Deputy Chairwoman of the Group Works Council of Wienerberger AG

Deputy Chairman of the Group Works Council of Wienerberger AG

Foreman and member of the Works Council of Pipelife Austria GmbH & Co KG

Disclosures regarding the independence of the members of the Supervisory Board

Pursuant to C Rule 53 of the Austrian Corporate Governance Code, the majority of the elected members of the supervisory board are to be independent of the company and its managing board. A supervisory board member is deemed to be inde-pendent if he or she has no relationship, either business or per-sonal, with the company or its managing board that constitutes a material conflict of interest and consequently may influence his or her behavior. In companies with a free float of more than 50%, at least two capital representatives have to be independ-ent, as specified in C Rule 54.

In defining the criteria of independence, the Supervisory Board of Wienerberger AG follows the Guidelines for Independence laid down in Annex 1 of the Austrian Corporate Governance Code. According to these guidelines, a supervisory board member is deemed to be independent if he or she

• › has not served as a member of the Managing Board or in an executive position at Wienerberger AG or a company of the group during the past five years;

• › does not, or did not in the past year, maintain business relations with Wienerberger AG or a company of the group to an extent of significance for the member of the Supervisory Board concerned (this also applies to business relations with companies in which the Supervisory Board member has a material economic interest);

• › has not acted as an external auditor of Wienerberger AG or been a partner or an employee of the accounting firm man-dated to perform the audit during the past three years;

• › is not a member of the management board of another company in which a member of the Managing Board of Wienerberger AG serves on the supervisory board;

• › has not been a member of the Supervisory Board for more than 15 years;

• › is not closely related to a member of the Managing Board of

  Wienerberger AG or to persons holding any of the afore-mentioned positions

On the basis of the criteria stated above, all of the present seven members of the Supervisory Board elected by the Annual General Meeting confirmed their declarations of independence. Of the three members who resigned from their positions as of the end of the 154th Annual General Meeting on May 5, 2023, two declared themselves to be independent. Peter Johnson, who stepped down as a member of the Supervisory Board on May 5, 2023, stated in his declaration that, given his 15 years of membership of the Supervisory Board, he had ceased to fulfill one of the criteria of independence with effect from May 13, 2020. None of the members elected by the Annual General Meeting holds an investment of more than 10% or represents the interests of such a shareholder.

In the 2023 business year, no contracts were concluded with members of the Supervisory Board that would require the Supervisory Board's approval pursuant to L Rule 48 of the Austrian Corporate Governance Code. Any business transac-tions with companies in which members of the wienerberger Supervisory Board are active are concluded on an arm's length basis. For further information on related-party transactions, please refer to the Notes to the Consolidated Annual Financial Statements on page 292.

Mode of Operation of the Managing Board and the Supervisory Board

Committed to ensuring a sustainable, value-accretive devel-opment of the company, the Managing Board and the Supervi-sory Board of Wienerberger AG observe the company's stated principles as well as the principles of transparency, integrity, and accountability. Their actions are based on the applicable legal provisions and the Articles of Association of the company, as well as the rules of procedure of the Managing Board and the Supervisory Board. The latter govern the responsibilities, the working methods, and the interaction between the Managing Board and the Supervisory Board, as well as the procedure to be applied in the event of conflicts of interest. Additionally, they specify the types of business transactions requiring prior approval by the Supervisory Board.

How the Managing Board works

As a collegiate body, the Managing Board is jointly responsi-ble for the management of the company. Regardless of their shared overall responsibility, each Managing Board member is in charge of a clearly defined field of business. The work of the Managing Board is premised on shared responsibility for strategic and operational issues and a continuous exchange of information on important measures and developments in the individual fields of business. To this end, the Chairman calls meetings, usually weekly, with the members of the Managing Board for the discussion of topics of group-wide relevance as well as transactions to be approved by the Supervisory Board. Moreover, current business and developments as well as strategic topics are discussed at regular Executive Commit-tee meetings. The Executive Committee comprises the Chief Operating Officers at the level below the Managing Board, who are in charge of individual sub-regions, and the Chief Strategy Officers responsible for products & solutions.

The Managing Board consistently incorporates sustainability aspects and the associated opportunities and risks related to the environment, social matters, and corporate governance into the development and implementation of wienerberger's corporate strategy. Decisions by the Managing Board are taken unanimously. The four-eyes principle applies when contracts are to be signed by the Managing Board. Transparency regard-ing external mandates held and strict compliance with the rules on directors' dealings serve to ensure that Managing Board members are not involved in conflicts of interest within the meaning of the Austrian Corporate Governance Code.

The Managing Board provides the Supervisory Board with regular, timely, and comprehensive information on all relevant questions of business performance, including risks and risk management. Within the Managing Board, the Chair of theManaging Board acts as the central link to the Supervisory Board. In line with the principles of good corporate governance, the Chair of the Managing Board and the full Supervisory Board or its Chair engage in continuous and open exchange and discussions on strategic topics.

How the Supervisory Board and its committees work

The Supervisory Board decides on issues of fundamental impor-tance and on the strategic orientation of the company. The Supervisory Board and the Managing Board maintain intensive cooperation. Their chairpersons, in particular, regularly engage in discussions on the sustainable development and strategic orientation of the company.

In 2023, the Supervisory Board fulfilled its obligations in accordance with the relevant legal provisions, the Articles of Association and the Rules of Procedure within the framework of eight meetings, including two extraordinary ones for in-depth deliberations on material topics. During these meetings, the Managing Board provided the Supervisory Board with compre-hensive information, both orally and in writing, on business per-formance, major growth projects, and the economic situation of the company, including its financial management. The strategic orientation of the group, questions of human resources and organizational developments, acquisition & investment projects, business performance, and risk management were discussed with the Managing Board, with due consideration given to sustainability aspects.

In particular, priority areas of Supervisory Board work in the reporting year included the following:

• › Review and approval of the 2022 annual financial statements presented by the Managing Board

• › Preparation of the 2022 Remuneration Report on Managing

  Board and Supervisory Board remuneration

• › Preparation of the agenda of the 154th Annual General

  Meeting

• › Nomination of candidates for election to the Supervisory

  Board

• › Review of strategic acquisitions aimed at generating sustain-able and value-accretive growth and expanding wienerberger's portfolio

• › Discussion of and resolution on the use of treasury shares for acquisition projects (e.g. Strøjer Group, Denmark)

• › Adoption of resolutions regarding important financing pro-jects, such as the placement of a sustainability-linked bond

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Wienerberger AG published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 07:08:09 UTC.