Variances
The Corporate Governance Code consists of L, C and R rules. The L-rules (“Legal Requirement”) describe legal regulations that apply generally to Austrian listed companies irrespective of whether they acknowledge the CG Code or not. C-rules (“Comply or Explain”) should be complied and any departures must be justified, while R-rules ("Recommendation") are recommendations and there is no need to either disclose or justify any failure to comply.
Teak Holz International AG is committed to the Corporate Governance principles (as of July 2012), with the following variances:
Rule C-16: The management board of THI AG currently consists of only one member with sole power of representation. THI AG’s articles of association provide for such possibility.
Rules C-18: Due to the small size and clear organizational structure of the Company, a separate staff unit “Internal Audit” will not be set up for the time being. If a certain company size is reached, the appropriateness of an establishment will be reviewed.
Rules C-30 and C-31: Due to the small size of the Company and because the Company’s business is managed exclusively by one member of the management board with sole power of representation, the Corporate Governance Report does not state any further disclosures with regard to the fixed and variable portions of the remuneration granted to the management board.
Rules C-39, C-41 and C-43: Apart from the audit committee, no further committees are in place due to the specific circumstances of the Company (for example its small size). Neither a separate nomination committee nor a separate compensation committee has been established. Instead, all related functions are performed by the supervisory board. If a certain company size is reached, the appropriateness of the establishment of further committees will be reviewed.
Rules C-49: In the fiscal year 2012/2013, THI AG was advised and represented in legal matters by Saxinger, Chalupsky & Partner Rechtsanwälte GmbH, Linz; by Alexander Hüttner, LL.M. (NYU), member of the supervisory board; and also by Dr. Monika Wildner, LL.M. (NYU), member of the supervisory board. Financing contracts are in place with Gotthard Graf Pilati von Thassul zu Daxberg, and a loan agreement existed with Hörmann-Privatstiftung during the reporting period. Details on the subject matter of the respective contracts and the related expenses are disclosed in the notes to the consolidated financial statements in section “Related party transactions”.
Rules C-51: Remuneration of the members of the supervisory board is disclosed as an aggregate amount. An individualized presentation, as stipulated in Rule C-51, is not published to protect the privacy of the individual members of the supervisory board.
Rules C-54: Mr. Erwin Hörmann (member of the supervisory board until December 20, 2013) could not be considered independent since he has business relations to Hörmann-Privatstiftung, which at the balance sheet date (September 30, 2013) had a voting interest in THI AG of more than 10%..
Rules C-65: The annual financial report will be published at the latest four months after the end of the reporting period; the interim reports at the latest six weeks after the end of the reporting period. The Company could not fulfill this legal requirement for the first time. The management board announced on December 23, 2013 that the publication of the annual financial report as of 9/30/2013 (fiscal year 2012/2013), publication planned for January 30, 2014, as well as the publication of the interim report for the first quarter (from 10/1/2013 to 12/31/2013 of the fiscal year 2013/2014), publication planned for February 10, 2014, had to be postponed. The postponement was related to the preparation of forestry stock-taking in Costa Rica which was subject to weather-induced delays.
Rules C-81a: In addition to those situations set out by law, the chairman of the audit committee did not convene any further meetings. This was owed to the changes in the supervisory board during the fiscal year 2012/2013.
