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 January 2010), with the following variances:

Rule C-18: Due to the small size and clear organizational structure, a separate staff unit “Internal Audit” has not been established yet. If a certain company size is reached, the appropriateness of an establishment will be reviewed.

Rules C-39, C-41 and C-43: Apart from the audit committee, no further committees are in place. Neither a nomination committee nor a 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.

Rule C-49: In the fiscal year 2011/2012 the Company and its subsidiaries were advised in legal matters by Saxinger Chalupsky & Partner Rechtsanwälte GmbH (SCWP). Mr. Alexander Hüttner, LL.M (NYC), chairman of the supervisory board (until December 12, 2012), is an attorney, managing director and shareholder of SCWP. The amount of the compensation for the services rendered is disclosed in the notes to the consolidated financial statements. 

Rules C-51: The compensation of the supervisory board members is disclosed as an aggregate amount. An individualized presentation, as stipulated in Rule 51, is not published to protect the privacy of the individual members of the supervisory board.

Rule C-54: When appointing supervisory board members, the Company takes into account the guidelines for independence as outlined in Annex 1 of the Corporate Governance Code. According to these guidelines, all members of the supervisory board of THI AG are deemed independent, with the exception of Mr. Erwin Hörmann.