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EVN AG Annual Report 2024
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Annual Report
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EVN Full Report 2023/24
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Corporate governance
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Consolidated corporate governance report
Basic principles
EVN AG (EVN) is an Austrian stock corporation whose shares are traded on the Vienna Stock Exchange. Corporate governance is therefore based on Austrian law – in particular, the Stock Corporation Act and capital market laws, legal regulations governing co-determination by employees and the company by-laws, as well as the Austrian Corporate Governance Code (ACGC) and the rules of procedure for the company's corporate bodies.
In agreement with § 243c of the Austrian Commercial Code and the applicable provisions of the ACGC, the company prepares a consolidated corporate governance report each year as of 30 September which is available under www.evn.at/Corporate-Governance-Report.
Commitment to the Austrian Corporate Governance Code
Introduction
The Executive Board and Supervisory Board of EVN are committed to the principles of good corporate governance and, in this way, meet the expectations of national and international investors for responsible, transparent and sustainable management and control. EVN is committed to comply with the ACGC in the January 2023 version (since 1 March 2023). The ACGC is available under www.corporate-governance.at.
Burgenland Holding Aktiengesellschaft is a stock corporation under Austrian law, which is listed on the
Vienna Stock Exchange and included in EVN's scope of consolidation. The corporate governance report prepared and published by this company is available under www.buho.at/corporate-governance-bericht.
The ACGC rules are divided into three categories:1)
→ The legal requirements (L-Rules) are based on binding regulations which must be observed by all Austrian listed companies.
→ The C-Rules (Comply or Explain) should be observed; any deviations must be explained and justified.
→ The R-Rules (Recommendations) represent recommendations and do not require the disclosure or justification of deviations.
The Executive Board and Supervisory Board formally declare that EVN complies with all C-Rules of the ACGC, irrespective of the following deviations and explanations.
Deviations from C-Rules
EVN does not fully comply with the following C-Rules of the ACGC:
C-Rule 16: EVN does not comply with this rule, which requires the management board to have a chairperson. The Executive Board has had three members since 1 September 2024, whereby the Supervisory Board has designated one member of the Executive Board, as in the past, to serve as the spokesperson of the Executive Board. The appointment as spokesperson of the Executive Board is not limited in time and follows the term of the respective mandate.
C-Rule 45: The provision that prohibits Supervisory Board members from holding corporate functions in a
competing company is observed by all members of the Supervisory Board with one exception.
1) In order to improve readability, the rules in the following section are presented without reference to the ACGC.
Supervisory Board member Peter Weinelt serves as the managing director of Wiener Stadtwerke GmbH which, in particular through its subsidiaries, competes in part with subsidiaries of EVN. The representation of major shareholders on the company's Supervisory Board has proven to be advantageous. This deviation applies to the entire term of the involved Supervisory Board member's appointment. The chairperson of the Supervisory Board, Reinhard Wolf, is the chairman of the executive board of RWA Raiffeisen Ware Austria Aktiengesellschaft and a member of the management board of BayWa AG, both of which have specific business relations through subsidiaries with the EVN Group. The decision to elect these Supervisory Board members was taken by the Annual General Meeting. The proposal for their nomination was approved by the Supervisory Board based on a recommendation by the Nominating Committee. EVN's corporate governance and continued practice by the Supervisory Board ensure that potential conflicts of interest are clarified in advance of voting on related issues and legally compliant procedures are guaranteed.
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Executive Board
Composition
The Executive Board consisted of three members as of 30 September 2024. The retirement of Franz Mittermayer on 31 March 2024 was followed by the Supervisory Board's appointment of two new Executive Board members: Stefan Stallinger as Chief Technology Officer (CTO) as of 1 April 2024 and Alexandra Wittmann as Chief Financial Officer (CFO) as of 1 September 2024. The mandate of Stefan Szyszatkowitz, who serves as Chief Executive Officer (CEO), remains in effect.
Working procedures
The Executive Board of EVN must have a minimum of two members. If the Supervisory Board does not appoint a chairperson or spokesperson for the Executive Board, the members are entitled to designate their own spokesperson. The Executive Board is responsible for managing the company to support its business activities and continued success in the interests of shareholders, employees and the general public. The work of the Executive Board is based on legal requirements, in particular stock corporation, stock exchange and commercial laws, the by-laws and the rules of procedure for the Executive Board that were approved by the Supervisory Board as well as the ACGC.
Irrespective of the Executive Board's overall responsibility, the Supervisory Board establishes and assigns specific areas of responsibility to the individual Executive Board members based on the given requirements. Certain transactions are reserved for joint discussions and decision-making by the full Executive Board.
The responsibilities of the Executive Board members are listed in the table on the following page.
The full Executive Board is responsible for the corporate function internal auditing, which reports to Alexandra Wittmann for organisational reasons.
Moreover, the Executive Board is required to obtain the prior consent of the Supervisory Board for business transactions that require this approval based on legal regulations or a previous Supervisory Board resolution. The rules of procedure for the Executive Board and the Supervisory Board contain a detailed list of such cases.
Organisational regulations require the Executive Board to report to the Supervisory Board. These reporting standards also apply to the Supervisory Board committees. The reporting obligations of the Executive Board include quarterly reports on the development of business in the Group and information on matters of importance relating to major Group subsidiaries.
Members of the Executive Board as of 30 September 2024
| Year of birth | Date of initial appointment | End of the current term of office | |
|---|---|---|---|
| Stefan Szyszatkowitz (CEO and Spokesman of the Executive Board) | 1964 | 20 January 2011 | 19 January 2026 |
| Stefan Stallinger (CTO) | 1975 | 1 April 2024 | 31 March 2029 |
| Alexandra Wittmann (CFO) | 1970 | 1 September 2024 | 31 August 2029 |
Member of the Executive Board (resigned)
| Franz Mittermayer | 1958 | 1 October 2017 | 31 March 2024 |
|---|---|---|---|
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Responsibilities and supervisory board mandates of the Executive Board members
| Period | Areas of responsibility | Supervisory board mandates in material, consolidated companies^{a} | Supervisory board mandates in other companies not included in the consolidated financial statements (C-Role 16) |
|---|---|---|---|
| 1 October 2023 up to 31 March 2024 | |||
| Stefan Szyszakowitz | |||
| (Spokesman of the Executive Board) | Segments: Energy, South East Europe | ||
| Corporate functions: Controlling, customer relations, finance, accounting, general secretary and investment management, legal and public affairs, information and communications, human resources | Burgenland Holding Aktiengesellschaft, chairman of the supervisory board | ||
| EVN Macedonia AD, chairman of the supervisory board | |||
| RAG Austria AG, chairman of the supervisory board | |||
| Netz Niederösterreich GmbH, vice-chairman of the supervisory board | |||
| Burgenland Energie AG, vice-chairman of the supervisory board | Wiener Börse AG, member of the supervisory board | ||
| Verbund AG, member of the supervisory board | |||
| Franz Mittermayer | Segment: Generation, Networks and Environment | ||
| Corporate functions: Information technology, procurement and purchasing, safety and infrastructure, and internal auditing | Netz Niederösterreich GmbH, chairman of the supervisory board | ||
| Burgenland Holding Aktiengesellschaft, vice-chairman of the supervisory board (up to 15 March 2024) | |||
| Burgenland Energie AG, member of the supervisory board | |||
| RAG Austria AG, member of the supervisory board | |||
| 1 April up to 31 August 2024 | |||
| Stefan Szyszakowitz | |||
| (CEO and Spokesman of the Executive Board) | See above | See above | See above |
| Stefan Stallinger | |||
| (CTO and Member of the Executive Board) | Segments: Generation, Networks and Environment | ||
| Corporate functions: Information technology, procurement and purchasing, safety and infrastructure, and internal auditing | Netz Niederösterreich GmbH, chairman of the supervisory board | ||
| Burgenland Holding Aktiengesellschaft, vice-chairman of the supervisory board | |||
| Burgenland Energie AG, member of the supervisory board | |||
| RAG Austria AG, member of the supervisory board | |||
| 1 up to 30 September 2024 | |||
| Stefan Szyszakowitz | |||
| (CEO and Spokesman of the Executive Board) | Segments: Energy and All Other Segments (formerly the responsibility of the full Executive Board) | ||
| Corporate functions: Customer relations, general secretary and compliance (formerly general secretary and investment management), communications and marketing (formerly information and communications), human resources, and legal and public affairs | Burgenland Holding Aktiengesellschaft, chairman of the supervisory board | ||
| EVN Macedonia AD, chairman of the supervisory board (up to 9 September 2024) and vice-chairman of the supervisory board (since 10 September 2024) | |||
| RAG Austria AG, chairman of the supervisory board | |||
| Netz Niederösterreich GmbH, vice-chairman of the supervisory board | |||
| Burgenland Energie AG, vice-chairman of the supervisory board | See above | ||
| Alexandra Wittmann | |||
| (CFO and Member of the Executive Board) | Segments: South East Europe | ||
| Corporate functions: Procurement and purchasing, controlling and investor relations (formerly controlling), finance and risk management (formerly finance), internal auditing and accounting | EVN Macedonia AD, chairwoman of the supervisory board (since 10 September 2024) | ||
| Netz Niederösterreich GmbH, vice-chairwoman of the supervisory board | |||
| EVN HOME DOO Skopje, member of the supervisory board (since 3 October 2024)^{b} | |||
| Stefan Stallinger | |||
| (CTO and Member of the Executive Board) | Segments: Generation, Networks and Environment | ||
| Corporate functions: Information technology, safety and infrastructure as well as the organisational unit responsible for innovation and sustainability that is now also recognised as a corporate function | See above |
1) In addition to the supervisory board functions, the Executive Board manages significant subsidiaries based on quarterly reporting by segment.
2) For the sake of completeness, already included in this report
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Supervisory Board
Composition
As of 30 September 2024, the Supervisory Board of EVN AG had ten shareholder representatives elected by the Annual General Meeting and five members delegated by the works council. The shareholder representatives were elected by the 92nd Annual General Meeting on 21 January 2021, respectively by the 33rd Extraordinary General Meeting on 19 June 2023 for a term of office extending to the Annual General Meeting which will vote on the release from liability for the 2024/25 financial year.
The composition of the Supervisory Board reflects a balance between the professional and personal qualifications of the members as well as a balance of technical and specialist expertise. Diversity with regard to the representation of both genders, the age structure and internationality is also taken into account.
There was one change in the composition of the Supervisory Board during the reporting year: Irene Pinczolitsch was delegated as of 2 April 2024 to succeed Friedrich Bußlehner, who resigned as an employee representative as of 1 April 2024.
☐ For the members of the Supervisory Board, see page 131f
Independence
The Supervisory Board established the following criteria for the independence of the members of the Supervisory Board of EVN AG based on the general clause defined by C-Rule 53:
A member of the Supervisory Board is considered to be independent when he/she has no business or personal relations with the company or its management board that could lead to a material conflict of interest and is therefore capable of influencing the member's behaviour. The following criteria form the basis for evaluating the independence of the members of the Supervisory Board of EVN AG who are elected by the Annual General Meeting:
- The Supervisory Board member may not have served as a member of the Executive Board or a top executive of EVN or any of its subsidiaries during the past five years.
- The Supervisory Board member may not maintain, or in the previous year did not maintain, any business relations with EVN or a subsidiary of EVN that are considered material for that member. This also applies to business relations with companies in which the Supervisory Board member holds a significant economic interest but does not cover appointments to corporate bodies within the EVN Group. The approval of individual transactions by the Supervisory Board in accordance with L-Rule 48 does not automatically lead to qualification as not independent.
- The Supervisory Board member may not have acted as an auditor of EVN or owned a share in or worked as an employee of the auditing company during the past three years.
- The Supervisory Board member may not serve on the management board of another company in which a member of the Executive Board of EVN is a member of the Supervisory Board.
-
The Supervisory Board member may not serve on the Supervisory Board for more than 15 years. This does not apply to Supervisory Board members who hold an investment in the company as shareholders or who represent the interests of such shareholders.
-
The Supervisory Board member may not be closely related (i.e. direct offspring, spouse, life partner, parent, uncle, aunt, brother, sister, niece, nephew) to a member of the Executive Board or to persons who hold one of the above-mentioned positions.
In accordance with C-Rule 54, companies with a free float of more than 20% are required to have at least one of the supervisory board members elected by the general meeting or delegated by shareholders in accordance with the by-laws who is independent pursuant to C-Rule 53 and who is not a shareholder with a stake of more than 10% or who represents such a shareholder's interests. In the case of companies with a free float of over 50%, at least two members of the Supervisory Board must meet these criteria. EVN has a free float of 20.6% (incl. 0.9% treasury shares). Nine elected members (90%) of the Supervisory Board are considered independent according to C-Rule 53 and six members (60%) according to C-Rule 54.
Contracts requiring the approval of the Supervisory Board (L-Rule 48 and C-Rule 49)
EVN concluded a contract for the combined delivery of energy and certificates of origin for 21 MW of baseload from Verbund Energy 4 Business GmbH to EVN for the years from 2026 to 2028. Since Supervisory Board member Peter Weinelt is a member of the supervisory board of Verbund AG, the approval of EVN's Supervisory Board was obtained prior to the conclusion of the contract. Peter Weinelt was not involved in voting on this issue.
No contracts were concluded with members of the Supervisory Board which committed these persons to the performance of a service outside of their activities on the Supervisory Board for the company or a subsidiary in exchange for remuneration exceeding minor value.
Moreover, no contracts were concluded with companies in which a member of the Supervisory Board has a considerable economic interest.
Working procedure
The Supervisory Board is headed by a chairman and two vice chairmen. The rules of procedure for the Executive Board and Supervisory Board include a catalogue of transactions which require the Supervisory Board's approval.
Communications between the Executive Board and the Supervisory Board take place at the meetings of the Supervisory Board and its committees and in writing, as required. In addition, the Executive Board and the chairman of the Supervisory Board maintain regular contact on issues that fall under the responsibility of the Supervisory Board. In particular, this includes the preparation of meetings.
Four plenary meetings were held by the Supervisory Board during the reporting year, at which its members fulfilled their tasks and duties. The Supervisory Board monitored the activities of the Executive Board, accepted its reports and, in addition to the annually recurring cycle of resolutions on the annual financial statements and budget, dealt with a number of issues which required Supervisory Board approval. Specific resolutions covered issues involving the Executive Board, an increase in the EVN Energy Assistance Fund, the refinancing/extension of the syndicated revolving credit facility, customer service initiatives, the coverage of collateral requirements for EVN and EVN KG in connection with the EAA electricity balance group, external financing for the EVN Group, the flood crisis in September 2024, the appointment of a
Continued on page 133
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Members of the Supervisory Board as of 30 September 2024 (including resigned members)
| Shareholder representatives | Date of initial appointment^{1)} | Supervisory board or comparable functions in Austrian or foreign listed companies^{2)} | Independence C-Rule S3^{3)} | Independence C-Rule S4^{4)} | Diversity factors^{5)} |
|---|---|---|---|---|---|
| Reinhard Wolf | |||||
| President and Chairman | 19.06.2023 | Chairman of the management board of RWA Raiffeisen Ware Austria AG and RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung eGen; member of the management board of BayWa AG, chairman of the supervisory board of „UNSER LAGERHAUS“ Warenhandelsgesellschaft m.b.H and Raiffeisen-Lagerhaus GmbH; member of the supervisory board of BayWa r.e. AG and Cefetra Group B.V; member of the management board and deputy chairman of RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung | Yes | Yes | Male, born 1960, Austria |
| Jochen Danninger | |||||
| 1^{st} Vice-Chairman | 19.06.2023 | Representative of the State Parliament of Lower Austria; managing chairman of a parliamentary group; chairman of the supervisory board of ecoplus.Niederösterreichs Wirtschaftsagentur GmbH and Breitband Holding GmbH | Yes | No | Male, born 1975, Austria |
| Willi Stiowicek | |||||
| 2^{nd} Vice-Chairman | 15.01.2009 | Member of the supervisory board of NÖ.Regional.GmbH | No | No | Male, born 1956, Austria |
| Georg Bartmann | 21.01.2021 | Head of the finance department and financial group in the provincial government of Lower Austria; managing director of NÖ Landes-Beteiligungs holding GmbH, NÖ Holding GmbH, NÖ BET GmbH and NÖ Immobilien Holding GmbH; chairman of the supervisory board of Land Niederösterreich Finanz- und Beteiligungsmanagement GmbH; vice-chairman of the supervisory board of EBG MedAustron and N.vest. Unternehmensfinanzierungen des Landes Niederösterreich GmbH; member of the supervisory board of NÖ Landesgesundheitsagentur; government commissioner for Hypo NÖL Landesbank für Niederösterreich und Wien AG | Yes | No | Male, born 1965, Austria |
| Gustav Dressler | 21.01.2021 | Member of the supervisory board of METAGRO Edelstahltechnik AG; member of the management board of Caressa Privatstiftung | Yes | Yes | Male, born 1954, Austria |
| Philipp Gruber | 21.01.2016 | Member of the Wiener Neustadt town council; director of the provincial parliament club of the Lower Austrian People's Party; chairman of the management board of Business Messen Wiener Neustadt Genossenschaft für Wirtschaftsförderung registrierte Genossenschaft mit beschränkter Haftung | Yes | Yes | Male, born 1979, Austria |
| Maria Patek | 21.01.2021 | Head of the forestry and sustainability section in the Federal Ministry of Agriculture, Regions and Tourism (up to 31.07.2023) | Yes | Yes | Female, born 1958, Austria |
| Angela Stransky | 16.01.2014 | Authorised officer of ecoplus.Niederösterreichs Wirtschaftsagentur GmbH (up to 31.12.2023); managing director of Breitband Holding GmbH (up to 31.12.2023); member of the supervisory board of riz up Niederösterreichs Gründeragentur GmbH (up to 31.12.2023) | Yes | Yes | Female, born 1960, Austria |
| Peter Weinelt | 21.01.2021 | Director general of WIENER STADTWERKE GmbH; managing director of WIENER STADTWERKE Planvermögen GmbH; chairman of the supervisory board of WIEN ENERGIE GmbH and WIENER NETZE GmbH; member of the supervisory board of Verbund AG, Burgenland Holding Aktiengesellschaft and Wiener Gesundheitsverbund | Yes | No | Male, born 1966, Austria |
| Veronika Wüster | 19.06.2023 | Managing director of Verband Österreichischer Entsorgungsbetriebe; member of the management board of Junge Industrie Niederösterreich/Burgenland | Yes | Yes | Female, born 1985, Austria |
1) The terms of office of the Supervisory Board members elected by the Annual General Meeting expire at the end of the Annual General Meeting that will vote on their release from liability for the 2024/25 financial year.
2) Including other material functions
3) The majority of the Supervisory Board members elected by the Annual General Meeting or delegated pursuant to the by-laws are independent of the company and its Executive Board.
4) Companies with a free float of more than 20% are required to have at least one of the supervisory board members elected by the general meeting or delegated by shareholders pursuant to the by-laws who is independent pursuant to C-Rule S3 and who is not a shareholder with a stake of more than 10% or who represents such a shareholder's interests.
5) Gender, year of birth and citizenship
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Members of the Supervisory Board as of 30 September 2024 (including resigned members)
| Employee representatives | Date of initial appointment^{1)} | Supervisory board or comparable functions in Austrian or foreign listed companies^{2)} | Independence C-Rule 53^{3)} | Independence C-Rule 54^{4)} | Diversity factors^{5)} |
|---|---|---|---|---|---|
| Paul Hofer | 01.04.2007 | Chairman of the European works council of the EVN Group; chairman of the central works council of the EVN Group | n. a. | n. a. | Male, born 1960, Austria |
| Uwe Mitter | 14.05.2019 | Chairman of the central works council of Netz Niederösterreich GmbH; member of the supervisory board of Netz Niederösterreich GmbH; vice-chairman of the central works council of the EVN Group; member of the supervisory board of VBV-Pensionskasse Aktiengesellschaft | n. a. | n. a. | Male, born 1971, Austria |
| Irene Pugl | 14.05.2019 | Chairwoman of the works council of EVN Business Service GmbH; vice-chairwoman of the central works council of the EVN Group | n. a. | n. a. | Female, born 1975, Austria |
| Monika Fraißl | 01.07.2013 | Vice-chairwoman of the central works council of Netz Niederösterreich GmbH (headquarters) | n. a. | n. a. | Female, born 1973, Austria |
| Irene Pinczolitsch | 02.04.2024 | Member of the works council of Netz Niederösterreich GmbH | n. a. | n. a. | Female, born 1965, Austria |
Employee representatives (resigned)
| Date of initial appointment^{1)} | Supervisory board or comparable functions in Austrian or foreign listed companies^{2)} | Independence C-Rule 53^{3)} | Independence C-Rule 54^{4)} | Diversity factors^{5)} |
|---|---|---|---|---|
| Friedrich Bußlehner (up to 01.04.2024) | 01.01.2016 | Member of the supervisory board of Netz Niederösterreich GmbH | n. a. | n. a. |
1) The terms of office of the Supervisory Board members elected by the Annual General Meeting expire at the end of the Annual General Meeting that will vote on their release from liability for the 2024/25 financial year.
2) Including other material functions
3) The majority of the Supervisory Board members elected by the Annual General Meeting or delegated pursuant to the by-laws are independent of the company and its Executive Board.
4) Companies with a free float of more than 20% are required to have at least one of the supervisory board members elected by the general meeting or delegated by shareholders pursuant to the by-laws who is independent pursuant to C-Rule 53 and who is not a shareholder with a stake of more than 10% or who represents such a shareholder's interests.
5) Gender, year of birth and citizenship
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→ Continued from page 130
replacement to the EVN Sustainability Advisory Board, EVN Wärmekraftwerke: construction of a large battery storage facility on the grounds of the Theiss energy hub, and EVN Naturkraft: release of funds for the Gnaden-dorf wind park.
In addition to the formal meetings, the members of the Supervisory Board were able to attend elective events for training and information on procurement and risk strategies in the EVN Group against the backdrop of changing framework conditions and on EVN's investment initiative.
The average attendance at Supervisory Board meetings equalled 93.33% in 2023/24. No member was absent from more than half the Supervisory Board meetings during the past financial year. Participation in the elective events reflected a similar level.
Evaluation of the Supervisory Board's activities
In accordance with C-Rule 36, the Supervisory Board carried out a self-evaluation of its activities in 2023/24. This assessment was based on an extensive written questionnaire which was answered by the members of the Supervisory Board. The results of the evaluation were discussed in a plenary meeting.
The Supervisory Board dealt with potential conflicts of interest on the part of its members and took appropriate steps.
Committees
The Supervisory Board fulfils its responsibilities as a joint decision-making body in cases where individual issues are not delegated to its committees. These committees are responsible for preparing negotiations and resolutions, monitoring the implementation of the Supervisory Board's decisions and taking decisions on issues delegated by the Supervisory Board. In accordance with the requirements of the Austrian Stock Corporation Act, the ACGC and its rules of procedure, the Supervisory Board has established a Working Committee, a Remuneration Committee, a Nominating Committee and an Audit Committee.
Working Committee
| Function | |
|---|---|
| Reinhard Wolf | Chairman |
| Jochen Danninger | Vice-Chairman |
| Willi Stiowicek | Member |
| Georg Bartmann | Member |
| Paul Hofer | Employee representative |
| Uwe Mitter | Employee representative |
The Working Committee includes the chairman of the Supervisory Board, the two vice-chairmen and any elected members as well as the employee representatives delegated in accordance with § 110 (4) of the Austrian Labour Constitutional Act.
This committee is responsible for all tasks assigned by the full Supervisory Board and, in certain urgent cases, is authorised to approve specific business transactions on behalf of the Supervisory Board. It is also responsible for all other issues where there are reasons to assume a
possible conflict of interest on the Supervisory Board but not in the Working Committee.
The Working Committee of the Supervisory Board met twice during the 2023/24 financial year. Resolutions focused, in particular, on heat supplies by EVN Wärme and the conclusion of a medium-term supply contract with VERBUND Energy 4 Business GmbH. In addition, a resolution in writing was passed for the project "construction of a biomass heating plant in St. Pölten and the upgrading of an existing gas-combined heat and power plant".
Remuneration Committee
| Function | |
|---|---|
| Reinhard Wolf | Chairman; remuneration expert |
| Jochen Danninger | Vice-Chairman |
| Willi Stiowicek | Member |
| Georg Bartmann | Member |
The Remuneration Committee includes the chairman of the Supervisory Board, who also serves as chairman of this committee, the two vice-chairmen and, if necessary, a further member with knowledge and experience relating to remuneration policy. Most of the committee members are independent members of the Supervisory Board.
This committee is responsible for all matters concerning the relationships between the company and the members of the Executive Board, in cases where the full Supervisory Board is not responsible under law. In particular, the Remuneration Committee is responsible for the negotiation, content, conclusion, implementation and, if appropriate, termination of the employment contracts with the members of the Executive Board in
accordance with the applicable rules of the ACGC. Each year it prepares a draft report on remuneration policy for the Executive Board members and evaluates this remuneration policy at least every fourth year. It also makes a recommendation for remuneration policy to the full Supervisory Board if this is considered necessary.
In cases where the Remuneration Committee makes use of a consultant, it must ensure that this person and any other persons active with him/her in a network (§ 271b of the Austrian Commercial Code) have not advised the Executive Board or one of its members on remuneration issues or served as an advisor during the past two years.
The Remuneration Committee met four times in 2023/24. Resolutions focused, above all, on the conclusion of employment contracts for members of the Executive Board, the definition of targets for the variable remuneration of the Executive Board and the determination of the respective target attainment, the preparation of a report on the remuneration of the members of EVN's Executive Board and Supervisory Board, the conclusion of contracts with Franz Mittermayer, and the appointment of BDO Assurance GmbH to review the calculation of the variable remuneration components.
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Nominating Committee
| Function | |
|---|---|
| Reinhard Wolf | Chairman |
| Jochen Danninger | Vice-Chairman |
| Willi Stiowicek | Member |
| Georg Bartmann | Member |
| Paul Hofer | Employee representative |
| Uwe Mitter | Employee representative |
The Nominating Committee includes the chairman of the Supervisory Board and three elected members, as well as the employee representatives delegated in accordance with § 110 (4) of the Austrian Labour Constitutional Act.
This committee prepares the tender for appointments to the Executive Board in accordance with the Austrian law governing appointments, reviews applications and manages the application process. It can engage consultants for support with and evaluation of the applications. The Nominating Committee submits recommendations to the Supervisory Board for appointments to upcoming vacant or newly created positions on the Executive Board and deals with issues involving succession planning. It can also make recommendations for appointments to upcoming vacant or newly created positions on the Supervisory Board. The Nominating Committee meets as needed.
The Nominating Committee met once in 2023/24, during which discussions focused on the ranking of candidates for appointment to the EVN Executive Board following the respective hearings and the preparation of a recommendation to the Supervisory Board. This process was accompanied by a consultant.
Audit Committee
| Function | |
|---|---|
| Georg Bartmann | Chairman, financial expert |
| Reinhard Wolf | Vice-Chairman |
| Jochen Danninger | Member |
| Willi Stiowicek | Member |
| Maria Patek | Member, sustainability expert |
| Paul Hofer | Employee representative |
| Uwe Mitter | Employee representative |
| Monika Fraissl | Employee representative |
The responsibilities of the Audit Committee are as follows:
→ monitoring the accounting process and issuing recommendations or suggestions to ensure its reliability;
→ monitoring the effectiveness of the company's internal control, internal audit and risk management systems;
→ monitoring the audit of the annual and consolidated financial statements, including the results and conclusions indicated in the reports by the Auditor Oversight Commission;
→ verifying and monitoring the independence of the auditor of the annual financial statements (and consolidated financial statements), in particular with regard to additional services provided for the audited company; moreover, Art. 5 (5) of Regulation (EU) No. 537/2014 on the statutory audit of public interest entities must be observed;
→ reporting on the results of the audit to the Supervisory Board, explaining how the audit contributed to the reliability of financial reporting and explaining the role of the Audit Committee in this procedure;
→ reviewing the annual financial statements and preparing the required authorisation, reviewing the
proposal for the distribution of profits, the management report, the corporate governance report and the non-financial report (§ 243b of the Austrian Commercial Code) as well as submitting a report on the results of this review to the Supervisory Board;
→ if necessary, examining the consolidated financial statements, the Group management report, the consolidated corporate governance report and the consolidated non-financial report (§ 267a of the Austrian Commercial Code) as well as submitting a report on the results of this review to the Supervisory Board;
→ selecting an auditor for the annual and consolidated financial statements, taking the appropriateness of the fee into consideration, as well as preparing a proposal for the Supervisory Board on this selection; moreover, Art. 16 of Regulation (EU) No. 537/2014 on the statutory audit of public interest entities must be observed.
The Audit Committee includes a financial expert as required by law, as well as a sustainability expert. Based on their professional experience, in particular their, for the most part, many years on the Supervisory Board, all members of the Audit Committee are familiar with the sector in which the company operates.
The Audit Committee met twice during the 2023/24 financial year and dealt with all its assigned responsibilities, above all with preparations for the resolution on the consolidated financial statements and annual financial statements as of 30 September 2023, including the related reports, the recommendation for the use of profits and the internal control, audit, risk and compliance management systems. A recommendation was also made for the appointment of an auditor for the annual and consolidated financial statements for the 2023/24 financial year together with the audit of the consolidated non-financial report and the functionality of risk management at EVN (Rule 83 ACGC). The Audit Committee also acknowledged the report on the provision of non-audit services by the auditor on an legal regulations. A status report on WTE Wassertechnik was also received as was a report on the evaluation of transactions carried out during the course of normal business activities and at ordinary market conditions (§ 95a (6) of the Austrian Stock Corporation Act). In the form of a circular resolution, advance approval was provided for non-audit services by the auditor.
Measures to support women and diversity concept 1)
1) § 243c (2) no. 2 and (3) of the Austrian Commercial Code
The EVN Group is committed to offering equal opportunities to all its employees. The company is convinced that diversified teams produce better results and are more effective and innovative than single-gender groups.
The percentage of women in EVN's workforce equalled 24.1% in 2023/24, and roughly 12.5% of the positions for managing directors and authorised officers were filled by women. The Women@EVN programme is designed to achieve the greatest possible diversity at the upper management level and gradually increase the percentage of women in management positions. Numerous initiatives have been introduced to create a framework that enables women to assume qualified positions in specialised areas and at the management level in line with their inclinations and skills.
Activities to meet this goal include a project that was started during the reporting year to develop a diversity strategy for EVN in Austria. The basis was formed by a survey of 450 employees (random selection), whose responses will help to determine EVN's position with
EVN Full Report 2023/24
Non-financial report
Corporate governance
Management report
Segment report
Financial statements
regard to diversity, equity and inclusion. The next steps will include workshops to develop the strategy with the participation of representatives from all areas of the company in Austria.
14 women currently serve as project managers (project manager career path) in the EVN Group. The percentage of young women in the corporate management development programme has always been higher than the current share of women in EVN's workforce.
EVN has long pursued measures that are designed to support women's work-life balance. Examples of these measures are flexible working time models, individualised support for women returning after maternity leave, day care during school holidays, information events for staff members on parental leave as well as a comprehensive programme of vocational and professional education which is also open to all employees on parental leave. These measures are supplemented by a range of home office work options. EVN's objective for the medium term is to increase the share of women to a level that mirrors their current educational levels in the applicable professional groups.
The Austrian Equal Opportunity Act requires companies with a workforce above a certain threshold to submit a biannual remuneration report (§ 11a of the Equal Opportunity Act). All companies in the EVN Group with a workforce above the legally defined threshold prepared the required report and submitted it to the Central Works Council.
The diversity concept approved by the Nominating Committee of the Supervisory Board for appointments to the Executive and Supervisory Board of EVN AG also
defines equal opportunity as the underlying principle for all corporate management and supervisory bodies.
The Executive Board was expanded to three members as of 1 September 2024 with the appointment of a woman as Chief Financial Officer.
Elections to the Supervisory Board are intended to create a balanced mix between the professional qualifications and expertise of the members as well as a balance of technical and personal credentials. Special focus is placed on diversity with regard to the representation of both genders, a balanced age structure and the internationality of the members.
EVN's Supervisory Board – as a whole and in the individual committees – has the necessary expertise required by the company, especially in the business, legal and technical fields. Attention was given to creating and maintaining a balance between continuity and change.
EVN's Supervisory Board included five women up to 1 April 2024: three shareholder representatives and two employee representatives. Since 2 April 2024, EVN's Supervisory Board has included six women: three shareholder representatives and three employee representatives.
The percentage of women serving on the Supervisory Board equalled 40% as of 30 September 2024. The current composition of EVN's Supervisory Board meets the requirements of the Austrian Equality Act for Men and Women on Supervisory Boards with regard to the number of shareholder representatives and the number of employee representatives. This law calls for a ratio of 30% for both genders on the supervisory boards of listed corporations with
a specified minimum number of supervisory board members and employees. At the present time, EVN is required to meet the 30% quota for the Supervisory Board in total.
The members of the Supervisory Board range in age from 38 to 69 years, and the average age is 56.9 years.
External evaluation
In accordance with C-Rule 62, compliance with the C-Rules of the ACGC must be evaluated at least every three years by an external institution and the results of this evaluation must be included in the corporate governance report.
Furthermore, the Supervisory Board is required by § 96 of the Austrian Stock Corporation Act to inform the Annual General Meeting whether, and if so, which sections of the consolidated corporate governance report were examined and indicate whether the final results of this examination provided any grounds for material objections. The Audit Committee is required by § 92 (4a) no. 4 lit. g of the Austrian Stock Corporation Act to review the consolidated corporate governance report in advance and to issue a report on its review to the full Supervisory Board. In order to optimally meet these requirements, EVN commissioned Schonherr Rechtsanwälte GmbH to evaluate the consolidated corporate governance report for 2023/24, including compliance with the C-Rules of the ACGC.
Schönherr Rechtsanwälte GmbH evaluated EVN's consolidated corporate governance report for 2023/24 in agreement with C-Rule 62 and § 96 of the Austrian Stock Corporation Act and reported to the Executive Board,
the Audit Committee and the Supervisory Board on its review. This report on compliance with the ACGC can be found under www.investor.evn.at. The evaluation showed that EVN complied with the C-Rules of the ACGC in 2023/24 with two justified exceptions.
EVN Full Report 2023/24
Non-financial report
Corporate governance
Management report
Segment report
Financial statements
Changes after the balance sheet date
No reportable changes occurred between the balance sheet date on 30 September 2024 and the preparation of this consolidated corporate governance report.
Maria Enzersdorf, 27 November 2024
EVN AG
The Executive Board
Stefan Szyszkowitz
CEO and Spokesman
of the Executive Board
Alexandra Wittmann
CFO and Member
of the Executive Board
Stefan Stallinger
CTO and Member
of the Executive Board