RATH AG's corporate governance

With the Austrian Corporate Governance Code, the RATH Group follows the regulatory framework of standards for a company’s responsible management and leadership. It includes the internationally recognized standards of good company management (OECD guidelines, EU Transparency Directive) but also the significant regulations of the Austrian Stock Exchange Act.

A high level of transparency is created for all companies in the Group. The ÖCGK [Austrian Code of Corporate Governance] (April 2018 version) that is valid for the 2020 financial year can also be found on the website of the Austrian Working Group for Corporate Governance (www.corporate-governance.at).

In order to avoid insider trading, there has been a policy in place since 2002 which is based on the Regulation on Compliance for Issuers of the Austrian Financial Market Authority. The Code of Conduct updated in 2010 is intended for all employees, includes all principles of conduct and offers information about the basic ethical and legal obligations of RATH employees.

RATH Aktiengesellschaft complies with the regulations of the Austrian Corporate Governance Code including the R-rules in full, with one exception. In the 2015 business year, there was divergent handling of a C-rule from the total 83 rules of the code, which will be explained and justified in the following based on the principle of “comply or explain”:

C Rule 62
RATH Aktiengesellschaft must have the compliance of the C-Rule 62 of the Corporate Governance Code evaluated by an eternal institution on a regular basis, at least every three years, and report on the results in the Corporate Governance Report.

RATH Aktiengesellschaft did not have an evaluation executed by an external institution for the 2016 business year. The next external evaluation will occur within the three-year period in accordance with the Corporate Governance Code.

The code includes three categories of rules:
- Legal Requirement (“L”) - mandatory legislation is included.
- The “C” rules (Comply or Explain) must be observed; a
deviation must be explained and justified in order to achieve
behavior compliant with the code.
- Recommendation rules (“R”) are to be recommended.