The Oberbank’s Corporate Governance Principles
The Oberbank’s success path and business policies are based on special principles.
Independence ensured by a stable body of core shareholders
The business policy of Oberbank and its sustained success story are based on the principles of good governance and transparency. The Bank’s corporate goals are designed to secure sustainable success in the long term and are clearly communicated to the public. As a listed regional bank, Oberbank’s top priority is to safeguard its independence. This is achieved by securing high earnings strength, a sound risk policy and partnership-based relations with the other independent regional banks, namely BKS Bank AG and Bank für Tirol und Vorarlberg (BTV) AG, as well as by having shareholders committed to preserving the independence of Oberbank.
No single shareholder of Oberbank AG is in a position to assume direct or indirect control. A syndicate agreement between BKS, BTV and Wüstenrot Genossenschaft specifically aims at ensuring Oberbank’s independence. Another stabilising element in the shareholder structure of Oberbank is the fact that some of the shares are held by the staff, the attached voting rights having been assigned to a collective syndicate called Oberbank Mitarbeitergenossenschaft. The commitment of both management and staff to Oberbank is a further stabilising factor, as are its longstanding alliances with dependable partners such as Wüstenrot or Generali.
Austrian Code of Corporate Governance
Being a listed company, Oberbank undertakes to adhere to the Austrian Code of Corporate Governance (ÖCGK) and through its management and supervisory bodies has submitted a declaration of conformity pursuant to Section 243b of the Austrian Enterprise Code (UGB). Oberbank interprets the Code of Corporate Governance as a valuable guideline for developing the respective internal mechanisms and rules. The Supervisory Board of Oberbank had already defined guidelines to ensure its members’ independence in conformity with the provisions of the Code in 2006. At its meeting of 28 March 2007, the Supervisory Board amended the Rules of Procedure of the Management Board and of the Supervisory Board to comply with Code’s rules.
The Supervisory Board of Oberbank made its first declaration of conformity at its meeting of 26 November 2007. In January 2015, the version of the Code applicable to the reporting year entered into force. At its meeting of 27 November 2014, the Supervisory Board of Oberbank considered the new version in detail and made a declaration of conformity with the Code.
The Austrian Code of Corporate Governance requires companies to state reasons for any non-compliance with the so-called C Rules ("comply or explain"). In the financial year 2015, Oberbank complied with the Code by explaining the following deviations:
- Rule 2 C:
Based on a resolution by the Annual General Meeting on 15 April 1991, Oberbank, besides ordinary shares, has also issued preference shares. Preferred interest in profits provides preference shareholders with an attractive investment option. The ordinary shares issued by Oberbank carry one vote each, hence no shareholder has a disproportionately high voting right.
- Rule 31 C:
In compliance with legal requirements, the remunerations paid to the members of the Management Board are disclosed as a total amount for each Board member. For reasons of privacy and data protection, no breakdown of the individualised remunerations into fixed and variable components is presented. The remuneration rules applicable within Oberbank in compliance with the Austrian Banking Act ensure that any and all variable remuneration payments to Board Members are commensurate with the personal performance of the respective Board Member and take appropriate account of the earnings, risk and liquidity position of Oberbank.
- Rule 45 C:
Owing to the historically grown shareholder structure of Oberbank, the members of the Supervisory Board include representatives from the group of the major single shareholders. Since these representatives also include banks, the respective Supervisory Board members also hold board functions in other banks that are competitors of Oberbank. The statutory obligations the Members of the Supervisory Board are required to fulfil ensure that the rightful interests of Oberbank are protected to the fullest extent.
- Rule 52a C:
The Supervisory Board of Oberbank includes more than ten shareholder representatives. With currently twelve shareholder representatives elected by the Annual General Meeting, the upper limit of a maximum of ten recommended by the Austrian Working Group of Corporate Governance (ÖCGK) is only marginally exceeded; the efficient and effective performance of the tasks assigned to the Supervisory Board is hence guaranteed. Oberbank values the expert knowledge of its supervisory body comprising senior members and leading experts from the Austrian business community.