In 2022, ÖBAG established the Corporate Governance Circle, a working group consisting of experts from practice and academia, with the goal of supporting ÖBAG in the development of cross-investment corporate governance standards. In doing so, ÖBAG is guided by international trends that are to be implemented in the supervisory bodies of its portfolio companies. The aim of this expert group is to provide interdisciplinary insight into the respective corporate governance topic area using internal and external expertise. In 2022, the ÖBAG Corporate Governance Circle addressed the issue of board appointments. In 2023, the focus of the dispute was on the appointment of supervisory board members in investment companies.
 
 

ÖBAG standard for supervisory board appointment

 
ÖBAG ensures active investment management in the interest of the Republic and represents it as a core shareholder in its portfolio companies. For this purpose, supervisory board members nominated by ÖBAG serve on the supervisory boards of the portfolio companies. The search and election of potential supervisory board members is therefore one of ÖBAG's core responsibilities. A structured, professionally managed supervisory board search process is an important guarantee for the success of the supervisory board appointment process. The developed guidelines outline the process for filling supervisory board appointments, legally binding requirements, and additional corporate governance standards for supervisory board appointments, which ÖBAG voluntarily adheres to.

The search and election of potential supervisory board members is one of ÖBAG's core tasks. A structured, professionally managed process is an important guarantee for the success of the supervisory board appointment process.

Hemma Parsché, Corporate Legal Counsel Investment Management, ÖBAG

Supervisory Board appointment process

 
The search and selection of potential supervisory board members is one of ÖBAG's core tasks and is carried out using a standardized process. The starting point for the search is the identification of the departing members and an "ideal board." ÖBAG defines this as a competency matrix that maps the skills that should ideally be present on the supervisory board of the respective investment, and which can change continuously.

Based on the created competency matrix, the requirements profile for the specific mandate is defined. Candidates are then sought and approached in the Austrian and international markets. ÖBAG's nominations, in turn, require the approval of the ÖBAG Executive Committee, which consists of the Chairman of the Supervisory Board and his two deputies. After the nomination committee and the Supervisory Board of the associated company have approved the proposed candidates, they are proposed for election to the Annual General Meeting.
 
 

Selected Corporate Governance Standards

 
In addition to the legal framework, ÖBAG's election of Supervisory Board members is guided by the recommendations of Proxy Voting Guidelines (as amended) and other international standards, some of which go beyond Austrian law. Deviations from the aforementioned standards are justified by legal requirements, the role as a core shareholder, or syndicate agreements. Selected current topics concerning prudent corporate governance in connection with Supervisory Board appointments are summarized in the table below:

You can find the ÖBAG guideline on the composition of the supervisory board here .

Experts in the Corporate Governance Circle II: In the Corporate Governance Circle on the topic of supervisory board appointments in the portfolio companies, Angelika Horstmeier (Alliance Advisors), Elisabeth Stadler (former Chairwoman of the Management Board of Vienna Insurance Group, among other positions Chairwoman of the Supervisory Board of Österreichische Post AG), Andreas Brandstetter (CEO UNIQA Insurance Group AG and CEO UNIQA Österreich Versicherungen AG) and Raimund Steiner (former partner Egon Zehnder Ges.mbH – now Executive Advisory Sigismund) contributed their expertise and thus made a valuable contribution to the development of guidelines for new appointments to the supervisory boards of ÖBAG portfolio companies.

Hemma Parsché She oversees investment management from a legal perspective at ÖBAG. She is also jointly responsible for sustainability and governance. As a former lawyer at a commercial law firm, she has extensive international experience, particularly in the areas of corporate/M&A, capital markets, and banking and finance. She completed her law studies with a doctorate in Vienna and an LL.M. in London.