Boards
The Management Board of STRABAG SE brings together business management and engineering expertise with many years of experience. Its members are responsible for maintaining the financial balance and strategic objectives of the Group.
Management Board
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Klemens Haselsteiner, BBA, BF
CEO
Year of birth
1980
Citizen of
Austria
Appointment
1 January 2020
Klemens Haselsteiner completed a bachelor’s degree in business administration at DePaul University in Chicago and the Advanced Management Program at the Wharton School of the University of Pennsylvania before starting his career in 2004 at the auditing firm KPMG in Austria. After completing his civil service and gathering work experience at a Russian industrial group, he joined the STRABAG Group in Russia in 2011, where he worked as a commercial project manager, among other things. From 2015, he was employed at the Stuttgart subdivision of the German STRABAG Group company Ed. Züblin AG – initially as commercial business unit manager for turnkey construction, as of 2018 as commercial subdivision manager. Klemens Haselsteiner has been a member of the Management Board of STRABAG SE since 1 January 2020 with responsibility for the areas of innovation, digitalisation and sustainability. Since 1 January 2023, he has been entrusted with the function of CEO of STRABAG SE.
Responsible for
Central Staff Divisions and Central Divisions BMTI, CML, SID, TPA and ZT, Winding up Russia
Start of current period of office
1 January 2023
End of current period of office
31 December 2026
Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements
None
Management and supervisory tasks at important1 subsidiaries
Ed. Züblin AG, Germany (Member of the Supervisory Board until 30 August 2023)
STRABAG AG, Germany (Member of the Supervisory Board until 30 August 2023)
STRABAG AG, Austria (Member of the Supervisory Board)
STRABAG Property and Facility Services GmbH, Germany (Member of the Supervisory Board until 30 August 2023)
STRABAG Property and Facility Services GmbH, Austria (Member of the Supervisory Board)
Böhm Stadtbaumeister & Gebäudetechnik GmbH, Austria (Member of the Supervisory Board)
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Mag. Christian Harder
CFO
Year of birth
1968
Citizen of
Austria
Appointment
1 January 2013
Christian Harder completed a degree in applied business administration at the University of Klagenfurt before joining the STRABAG Group through its predecessor Bau Holding Group in 1994. He advanced to director of accounting, to head of financial accounting and, finally, to central division director of Bau-, Rechen- und Verwaltungszentrum Gesellschaft m.b.H. (today STRABAG BRVZ GmbH). From 2008, he held the position of chairman of the central division management of BRVZ. He was appointed CFO of STRABAG SE effective 1 January 2013.
Responsible for
Central Division BRVZ
Start of current period of office
1 January 2023
End of current period of office
31 December 2026
Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements
Syrena Immobilien Holding AG (Chairman of the Supervisory Board since 3 March 2023)
Management and supervisory tasks at important1 subsidiaries
Ed. Züblin AG, Germany (Member of the Supervisory Board until 30 August 2023)
STRABAG AG, Germany (Member of the Supervisory Board until 30 August 2023)
STRABAG AG, Austria (Vice Chairman of the Supervisory Board)
STRABAG Property and Facility Services GmbH, Germany (Member of the Supervisory Board until 30 August 2023)
STRABAG Property and Facility Services GmbH, Austria (Member of the Supervisory Board)
Böhm Baumeister & Gebäudetechnik GmbH, Austria (Member of the Supervisory Board)
AKA Alföld Koncessziós Autópálya Zártkörüen Müködo Részvénytársaság, Hungary (Member of the Supervisory Board)
STRABAG Sp. z o.o., Poland (Member of the Supervisory Board since 10 March 2023)
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Dipl.-Ing. (FH) Jörg Rösler
Member of the Management Board
Year of birth
1964
Citizen of
Germany
Appointment
1 January 2023
Jörg Rösler studied civil engineering at Bauhaus University in Weimar and at the Engineering School for Construction in Gotha. He started his career in 1988 as a construction foreman at a local municipal agency for road construction in the Erfurt district. From 1991 to 2000, he deepened his professional experience in management positions at Hochtief AG in Thuringia and Saxony. Rösler joined the STRABAG Group in 2001, where he was entrusted with various management positions. In 2011, he advanced to become a member of the Management Board of the German subsidiary STRABAG AG. Effective 1 January 2023, Rösler was appointed to the Management Board of STRABAG SE, where he is responsible for the segment North + West.
Responsible for
Segment North + West:
Germany, Switzerland, Benelux, Scandinavia, Ground Engineering
Start of current period of office
1 January 2023
End of current period of office
31 December 2026
Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements
None
Management and supervisory tasks at important1 subsidiaries
Ed. Züblin AG, Germany (Chairman of the Supervisory Board)
STRABAG AG, Germany (Chairman of the Supervisory Board)
STRABAG AG, Austria (Member of the Supervisory Board)
STRABAG Property and Facility Services GmbH, Germany (Member of the Supervisory Board)
STRABAG AG, Switzerland (Member of the Board of Directors)
STRABAG Property and Facility Services GmbH, Austria (Member of the Supervisory Board)
Böhm Baumeister & Gebäudetechnik GmbH, Austria (Member of the Supervisory Board)
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Dipl.-Ing. Siegfried Wanker
Member of the Management Board
Year of birth
1968
Citizen of
Austria
Appointment
1 January 2011
Siegfried Wanker studied civil engineering at Graz University of Technology before joining the STRABAG Group as site manager in 1994. Between 2001 and 2004, he held the position of managing director at several engineering service providers before rejoining the STRABAG Group in 2005. As a member of the Management Board of STRABAG AG, Austria, he was initially in charge of the international building construction business, then for corporate development and services, and finally for infrastructure project development. Siegfried Wanker has been a member of the Management Board of STRABAG SE since 1 January 2011.
Responsible for
Segment International + Special Divisions:
Tunnelling, International, Infrastructure Development, Real Estate Development, Services, Construction Materials (until 30 June 2023)
Start of current period of office
1 January 2023
End of current period of office
31 December 2026
Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements
None
Management and supervisory tasks at important1 subsidiaries
Ed. Züblin AG, Germany (Member of the Supervisory Board)
STRABAG AG, Germany (Member of the Supervisory Board)
STRABAG AG, Austria (Member of the Supervisory Board)
STRABAG Property and Facility Services GmbH, Germany (Chairman of the Supervisory Board since 5 September 2023)
STRABAG Sp. z o.o., Poland (Member of the Supervisory Board)
STRABAG Property and Facility Services GmbH, Austria (Member of the Supervisory Board)
Böhm Stadtbaumeister & Gebäudetechnik GmbH, Austria (Member of the Supervisory Board)
AKA Alföld Koncessziós Autópálya Zártkörüen Müködo Részvénytársaság, Hungary (Chairman of the Supervisory Board)
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Dipl.-Ing. (FH) Alfred Watzl
Member of the Management Board
Year of birth
1970
Citizen of
Germany
Appointment
1 January 2019
Alfred Watzl studied civil engineering at the Deggendorf Institute of Technology before beginning his professional career as site manager for STRABAG Sp. z o.o., Poland, in 1999. After several different management positions at the Polish subsidiary – including technical subdivision manager for Building Construction and Civil Engineering – he was a member of the Management Board of STRABAG Sp. z o.o. with responsibility for the Group’s Polish activities from 2013 to 2018. Alfred Watzl has been a member of the Management Board of STRABAG SE since 1 January 2019.
Responsible for
Segment South + East:
Austria, Poland, Hungary, Czech Republic, Slovakia, Adriatic, Rest of Europe, Environmental Technology, Construction Materials (since 1 July 2023)
Start of current period of office
1 January 2023
End of current period of office
31 December 2026
Supervisory board mandates or similar functions in national or foreign companies not included in the consolidated financial statements
None
Management and supervisory tasks at important1 subsidiaries
Ed. Züblin AG, Germany (Member of the Supervisory Board until 30 August 2023)
STRABAG AG, Germany (Member of the Supervisory Board until 30 August 2023)
STRABAG AG, Austria (Member of the Supervisory Board)
STRABAG a.s., Czech Republic (Chairman of the Supervisory Board)
STRABAG INFRASTRUKTURA POLUDNIE Sp. z o.o., Poland (Member of the Supervisory Board)
STRABAG Property and Facility Services GmbH, Germany (Member of the Supervisory Board until 30 August 2023)
STRABAG Sp. z o.o., Poland (Chairman of the Supervisory Board since 10 March 2023)
STRABAG Property and Facility Services GmbH, Austria (Member of the Supervisory Board)
Böhm Stadtbaumeister & Gebäudetechnik GmbH, Austria (Member of the Supervisory Board)
Arbeitsweisedesvorstands
Working method of the Management Board: open exchange in meetings usually every two weeks
Open exchange in meetings usually every two weeks
The Management Board of STRABAG SE – like the Supervisory Board – sees it as a priority obligation and task to comply with all the rules of the Austrian Code of Corporate Governance and to continually optimise the high internal legal, behavioural and ethical standards of STRABAG SE. Collegiality, openness, a constant exchange of experience and short decision-making chains are among the main guiding principles. In line with the rules of the Code, the Management Board of STRABAG SE works closely together with the Supervisory Board. In particular,
- the Management Board regularly and extensively informs the Supervisory Board as to all relevant matters concerning the development of the company’s business, including the risk situation and risk management in the company and the important Group entities;
- a regular exchange of information and opinions takes place between the CEO and the Chairman of the Supervisory Board concerning strategy, the development of the business, risk management and important business transactions, particularly acquisitions and disposals; the Management Board also involves the Supervisory Board in the development and implementation of sustainability aspects of the corporate strategy;
- the Chairman of the Supervisory Board is informed immediately of any important occurrences;
- the Management Board reports to the Supervisory Board at least once a year on the provisions taken to fight corruption.
The Management Board of STRABAG SE and its individual members conduct their business in accordance with the prevailing laws and legislation, the Articles of Association, and the Management Board’s Rules of Procedure as approved by the Supervisory Board. The Rules of Procedure obligate the Management Board and its individual members to provide extensive information and reporting to the Supervisory Board. The Rules of Procedure also define an extensive catalogue of measures and legal transactions requiring approval by the Supervisory Board in addition to the legally prescribed measures. Coordination within the Management Board occurs during regular meetings held approximately every two weeks as well as in the form of the daily informal exchange of information.
Focus on business, strategy and sustainability
Matters discussed at the Management Board meetings include the current operations and the long-term company strategies, with a particular focus on sustainability. Sustainability issues – especially with regard to circularity and energy – hold a key position within the Group’s Strategy 2030 that was adopted last year. The Management Board regularly discusses the implications of climate change and the changing regulatory landscape for the business model and what STRABAG can do to address these factors. Also coordinated at the Management Board meetings are any current or outstanding management measures to be implemented by the relevant Management Board members.
Supervisory Board
Shareholder representatives
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Mag. Kerstin Gelbmann
Chairwoman of the Supervisory Board
(since 1 January 2024)
Year of birth
1974
Citizen of
Austria
Appointment
18 June 2010
Kerstin Gelbmann graduated from the Vienna University of Economics and Business Administration and then spent five years working in auditing and tax consulting at Auditor Wirtschaftsprüfungs- und Steuerberatungsgesellschaft mbH (initially a representative of Arthur Andersen in Vienna, then a full member of Deloitte). After passing her tax consultant exam, she joined the Dr. Erhard F. Grossnigg group of companies in 2002 with initial responsibility for various areas such as restructuring consulting, M&A, etc. She has been managing director of grosso holding Gesellschaft mbH since 2007. In 2010, she was also appointed to the Management Board of Austro Holding AG, where she has built up and continued to expand an SME investment portfolio. At the Supervisory Board meeting on 19 December 2023, Kerstin Gelbmann was unanimously elected as the new Chairwoman of the Supervisory Board of STRABAG SE with effect from 1 January 2024.
Start of current period of office
24 June 2022
End of current period of office
Until 2028 Annual General Meeting
Other supervisory board mandates or similar functions in national or foreign listed companies
Binder+Co AG, Austria (Chairwoman)
Independent pursuant to Rule 53 ÖCGK
Yes
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Dr. Alfred Gusenbauer
Chairman of the Supervisory Board
(until 31 December 2023)
Year of birth
1960
Citizen of
Austria
Appointment
18 June 2010
Alfred Gusenbauer studied law, philosophy, political science and economy at the University of Vienna, completing his doctorate in 1987. In 1991, he became a member of the Austrian senate, two years later a member of parliament. From 2000 to 2008, Alfred Gusenbauer was President of the Social Democratic Party of Austria, serving as Federal Chancellor of the Republic of Austria and member of the European Council from 2007 to 2008. In addition to his current activities at Brown University and Columbia University, Alfred Gusenbauer is President of the Austrian-Spanish Chamber of Commerce. Alfred Gusenbauer has been a member of the Supervisory Board since 2010. In 2022, he was delegated to the Supervisory Board of STRABAG SE for an indefinite period of time by the authorised holder of registered share number 1. Alfred Gusenbauer was appointed to the Supervisory Board of STRABAG SE in 2022 by the holder of registered share number 1 for an indefinite period of time. At the Supervisory Board meeting on 19 December 2023, he announced his resignation from the Supervisory Board with effect from 31 December 2023.
Start of current period of office
Indefinite from 24 June 2022; resigned with effect from 31 December 2023
End of current period of office
Indefinite from 24 June 2022; resigned with effect from 31 December 2023
Other supervisory board mandates or similar functions in national or foreign listed companies
None
Independent pursuant to Rule 53 ÖCGK
Yes
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Mag. Erwin Hameseder
Vice Chairman of the Supervisory Board
Year of birth
1956
Citizen of
Austria
Appointment
10 September 1998
Erwin Hameseder received a master of law degree from the University of Vienna. From 1975 to 1987, he served as an officer in the Austrian Armed Forces, where he achieved the rank of colonel in the directorship services in 2002 and of brigadier in 2006. In 2017, he was promoted to major general in the militia of the Austrian Armed Forces. In 1987, he joined the legal department of RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN reg.Gen.m.b.H. From 1988 to 1994, he was responsible for investment management, from 1991 as head of the department. He was managing director of RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN reg.Gen.m.b.H. from 1994 to 2001 and director-general of RAIFFEISENHOLDING NIEDERÖSTERREICH-WIEN reg. Gen.m.b.H (a spin-off from RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG) from 2001 to 2012. From 2007 to 2012, Erwin Hameseder also assumed the position of Chairman of the Management Board of RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG. He has been chairman of RAIFFEISENHOLDING NIEDERÖSTERREICH-WIEN reg. Gen.m.b.H. since 4 May 2012 and was elected Advocate General of the Austrian Raiffeisen Association on 30 June 2022. Erwin Hameseder, who has been a member of the Supervisory Board since 1998, was elected to the Supervisory Board of STRABAG SE at the Annual General Meeting of 24 June 2022 with a term in office until the end of the Annual General Meeting that resolves on formally approving the actions of the Supervisory Board for the 2027 financial year. Pursuant to Annex 1 of the Austrian Code of Corporate Governance 2021, Supervisory Board members who are shareholders with a direct investment in the company or represent the interests of such a shareholder, are still deemed as independent after a period of 15 years on the Supervisory Board.
Start of current period of office
24 June 2022
End of current period of office
Until 2028 Annual General Meeting
Other supervisory board mandates or similar functions in national or foreign listed companies
AGRANA Beteiligungs-AG, Austria (Chairman)
Raiffeisen Bank International AG, Austria (Chairman)
Südzucker AG, Germany (2nd Vice Chairman)
Independent pursuant to Rule 53 ÖCGK
Yes
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Dr. Andreas Brandstetter
Member of the Supervisory Board
Year of birth
1969
Citizen of
Austria
Appointment
15 June 2018
Andreas Brandstetter has been CEO of UNIQA Insurance Group AG since 2011. Before entering the insurance business in 1997, where he has held various leadership positions, he was head of the EU office of Österreichischer Raiffeisenverband. From 1993 to 1995, he was active in politics. Andreas Brandstetter graduated from the University of Vienna in 1994 with a doctorate degree in political science, also holds an Executive MBA from the California State University, Hayward, and completed further courses at the Stanford Graduate School of Business and the Harvard Business School. From 2018 to mid-2024, he served as president of Insurance Europe, the European insurance and reinsurance federation in Brussels.
Start of current period of office
24 June 2022
End of current period of office
Until 2028 Annual General Meeting
Other supervisory board mandates or similar functions in national or foreign listed companies
None
Independent pursuant to Rule 53 ÖCGK
Yes
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Dr. Valerie Hackl
Member of the Supervisory Board
Year of birth
1982
Citizen of
Austria
Appointment
25 January 2024
Valerie Hackl has been managing director of Austro Control GmbH since 2019. From 2015 to 2018, she served on the board of ÖBB-Personenverkehr AG, having previously held several positions within the ÖBB Group, including Head of Strategy and Corporate Development at ÖBB-Holding AG. From 2005 to 2011, she was a consultant for the international strategy consultancy Bain & Company in Munich. Valerie Hackl studied business administration at the Vienna University of Economics and Business and the University of British Columbia. She completed her doctoral studies at the University of St. Gallen. In 2024, Valerie Hackl was delegated to the Supervisory Board of STRABAG SE for an indefinite period of time by the authorised holder of registered share number 1.
Start of current period of office
Indefinite from 25 January 2024
End of current period of office
Indefinite from 25 January 2024
Other supervisory board mandates or similar functions in national or foreign listed companies
None
Independent pursuant to Rule 53 ÖCGK
Yes
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Mag. Gabriele Schallegger
Member of the Supervisory Board
Year of birth
1972
Citizen of
Austria
Appointment
24 June 2022
Gabriele Schallegger studied business administration at the University of Graz and the University of Exeter and has completed an executive management course in St. Gallen. She started her career in auditing and tax consulting before moving on to commercial management positions at international companies such as Baxter, Orkla ASA, Semperit, Mondi PLC and Mayr-Melnhof Karton AG. Schallegger has been CFO of CMBlu Energy since the end of 2023. With its organic solid-flow batteries, CMBlu is the world’s leading company in the development of large electrochemical-based energy storage systems and an important German battery manufacturer based in the Rhine-Main region.
Start of current period of office
24 June 2022
End of current period of office
Until 2028 Annual General Meeting
Other supervisory board mandates or similar functions in national or foreign listed companies
None
Independent pursuant to Rule 53 ÖCGK
Yes
Delegated by the works council
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Dipl.-Ing. Andreas Batke
Member of the Supervisory Board
Year of birth
1962
Citizen of
Germany
Appointment
1 October 2009
Andreas Batke joined STRABAG AG, Cologne, as a land surveyor in 1991. He has been a member of the works council since May 1998 and currently serves as chairman of the general works council and chairman of the group works council of STRABAG AG, Cologne, vice chairman of the STRABAG SE works council and member of the Supervisory Board of STRABAG AG, Cologne.
First appointment
1 October 2009
End of current period of office
Indefinite
Other supervisory board mandates or similar functions in national or foreign listed companies
None
Independent pursuant to Rule 53 ÖCGK
Yes
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Magdolna P. Gyulainé
Member of the Supervisory Board
Year of birth
1962
Citizen of
Hungary
Appointment
1 October 2009
Magdolna P. Gyulainé joined a predecessor company of STRABAG in Hungary as a bookkeeper in 1981 and is currently chairwoman of the employee representative organisation of the Hungarian group companies.
First appointment
1 October 2009
End of current period of office
Indefinite
Other supervisory board mandates or similar functions in national or foreign listed companies
None
Independent pursuant to Rule 53 ÖCGK
Yes
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Georg Hinterschuster
Member of the Supervisory Board
Year of birth
1968
Citizen of
Austria
Appointment
13 October 2014
Georg Hinterschuster completed an apprenticeship in commercial site management at STRABAG Bau GmbH from 1984 to 1987 before starting his professional career as a group clerk in civil engineering in St. Valentin, Austria. From 1997 to 2000, he took over a commercial management task for the Transportation Infrastructures and the Building Construction & Civil Engineering segments in the Czech Republic, and from 2000 to 2008, he worked as a commercial group manager in building construction and civil engineering in Upper Austria. Georg Hinterschuster was elected to the works council in 1991 and is currently a member of the group and central works council of STRABAG in Austria as well as a member of the STRABAG SE works council.
First appointment
13 October 2014
End of current period of office
Indefinite
Other supervisory board mandates or similar functions in national or foreign listed companies
None
Independent pursuant to Rule 53 ÖCGK
Yes
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Wolfgang Kreis
Member of the Supervisory Board
Year of birth
1957
Citizen of
Germany
Appointment
1 October 2009
Wolfgang Kreis joined Ed. Züblin AG as a commercial clerk in 1979. He was elected to the works council in 1987 and is currently a member of the Supervisory Board of STRABAG AG in Germany and Vice Chairman of the STRABAG SE works council.
First appointment
1 October 2009
End of current period of office
Indefinite
Other supervisory board mandates or similar functions in national or foreign listed companies
None
Independent pursuant to Rule 53 ÖCGK
Yes
Independence of the Supervisory Board
All members independent in accordance with the Austrian Code of Corporate Governance
All members of the Supervisory Board of STRABAG SE and its committees are independent in accordance with the conditions contained within the Austrian Code of Corporate Governance (see also the information on the website of STRABAG SE) and have declared in writing explicitly to adhere to all conditions of the Austrian Code of Corporate Governance. New members of the Supervisory Board receive detailed information regarding the avoidance of conflicts of interest upon assumption of their activities. The independence of the Supervisory Board members is defined by the following guidelines (excerpt from the Rules of Procedure for the Supervisory Board as amended on 5 May 2022):
Guidelines for the independence of Supervisory Board members of STRABAG SE (“the company”) in accordance with C-Rule 53 of the Austrian Code of Corporate Governance
A member of the Supervisory Board of the company shall be deemed independent if he or she has no business or personal relations with the company or its Management Board which would constitute a material conflict of interest and thus could influence the member’s behaviour. Moreover, the members of the Supervisory Board shall comply with the following guidelines adapted from the Austrian Code of Corporate Governance:
- The Supervisory Board member shall not have served as a member of the Management Board or as a manager of the company or one of its subsidiaries in the past five years.
- The Supervisory Board member shall not maintain or have maintained in the past year any business relations with the company or one of its subsidiaries to an extent of significance for the Supervisory Board member. This shall also apply to relationships with companies in which the Supervisory Board member has a considerable economic interest, but not for the performance of board functions within the Group. The approval of individual transactions by the Supervisory Board according to L-Rule 48 does not automatically mean the person is qualified as not independent.
- The Supervisory Board member shall not have been auditor of the company or have owned a share in the auditing company or have worked there as an employee in the past three years.
- The Supervisory Board member shall not be a member of the Management Board of another company, in which a Management Board member of the company is a Supervisory Board member.
- The Supervisory Board member shall not be a member of the Supervisory Board for more than 15 years. This does not apply to Supervisory Board members who are shareholders with a direct investment in the company or who represent the interests of such a shareholder.
- The Supervisory Board member shall not be a close relative (direct offspring, spouse, partner, parent, uncle, aunt, sibling, niece, nephew) of a Management Board member or of persons in one of the aforementioned positions.
It shall be the responsibility of each member of the Supervisory Board of the company elected by the Annual General Meeting or delegated by the shareholders to declare his or her independence according to the criteria defined.
In the period under report, no contracts subject to approval by the Supervisory Board were concluded by the company with members of the Supervisory Board (L-Rule 48 of the Austrian Code of Corporate Governance).
Working methods of the Supervisory Board
In the 2023 financial year, the Supervisory Board diligently performed the duties incumbent upon it under Austrian law, the Articles of Association, the Austrian Code of Corporate Governance (ÖCGK), and the Rules of Procedure. It met for a total of five meetings last year and so complied with the Code’s minimum requirement to meet at least once every three months (C-Rule 36). All members personally attended at least half of the meetings during their period in office (C-Rule 58). Besides these regular meetings, there is a constant open discourse and exchange of opinion among the individual members of the Supervisory Board as well as between the individual members of the Supervisory Board and the Management Board.
Committees: Executive Committee, Presidential and Nomination Committee, and Audit Committee
There were four meetings of the Audit Committee and no meetings of the Presidential and Nomination Committee or the Executive Committee.
In accord with its tasks and obligations, the Audit Committee dedicated itself to monitoring the accounting procedures (including the preparation of the consolidated financial statements) and the work of the auditor (including the audit of the consolidated financial statements). During the review of the effectiveness of the internal control system and the risk management system, the Audit Committee focused on specific selected projects. Also reviewed and monitored were the function of the audit system and the qualification and independence of the auditor (group financial auditor), especially with respect to the additional services provided to the company being audited. The internal audit department informed the Audit Committee of the auditing plan and of material findings pursuant to C-Rule 18 of the Austrian Code of Corporate Governance. The Audit Committee further conducted a selection procedure in accordance with Article 16 of the EU Audit Regulation for the recommendation of an auditor to be appointed for the annual and consolidated financial statements as at 31 December 2024.
Composition of the Committees of the Supervisory Board
Committee | Members | Tasks |
Executive Committee | Mag. Kerstin Gelbmann (as of 1 Jan. 2024) Dr. Alfred Gusenbauer (until 31 Dec. 2023) Mag. Erwin Hameseder | The Executive Committee deals with all matters affecting the relations between the company and the members of the Management Board, especially matters relating to the remuneration of Management Board members but excluding decisions regarding the appointment or removal of a Management Board member or regarding the granting of stock options. |
Presidential and Nomination Committee | Mag. Kerstin Gelbmann (as of 1 Jan. 2024) Dr. Alfred Gusenbauer (until 31 Dec. 2023) Mag. Erwin Hameseder Wolfgang Kreis | The Presidential and Nomination Committee submits proposals to the Supervisory Board for filling new mandates or ones that become free on the Management Board, deals with issues relating to successor planning and makes decisions in urgent cases. In addition, it is authorised to give its consent to the disposal of registered shares in accordance with Sec 4 Para 4 of the Articles of Association. |
Audit Committee | Mag. Kerstin Gelbmann (as of 1 Jan. 2024) Dr. Alfred Gusenbauer (until 31 Dec. 2023) Mag. Erwin Hameseder Dr. Andreas Brandstetter Andreas Batke Georg Hinterschuster | The responsibilities of the Audit Committee include the tasks assigned to it under Sec 92 Para 4a (4) of the Austrian Stock Corporation Act (AktG) as well as by Regulation (EU) No. 537/2014, namely: |
monitoring the accounting procedures, as well as making recommendations or proposals to ensure their reliability | ||
monitoring the effectiveness of the internal control system, the internal audit system and the risk management system of the company, in particular through consideration of the report of the auditor on the efficacy of the risk management system | ||
monitoring the statutory audit and the audit of the consolidated financial statements and incorporating findings and conclusions in reports to be published by the Audit Oversight Body in accordance with Sec 4 Para 2 (12) of the Austrian Audit Oversight Act (APAG) | ||
assessing and monitoring the independence of the auditor (group financial auditor); in particular, the Audit Committee accepts the annual report of the Management Board on the non-audit-related services actually provided following its prior approval | ||
reporting to the Supervisory Board on the audit findings with a description of how the audit has contributed to the reliability of the financial reporting and of the role of the Audit Committee | ||
assessing the annual financial statements and preparing their approval, assessing the proposal for the appropriation of net income, of the management report and of the corporate governance report, as well as reporting on the audit findings to the Supervisory Board | ||
assessing the consolidated financial statements and the group management report, the Consolidated Corporate Governance Report as well as reporting on the audit findings to the Supervisory Board | ||
preparing the procedure to select the auditor (group financial auditor) in consideration of the adequacy of the fee as well as recommending the choice to the Supervisory Board | ||
assessing the report on specific requirements regarding statutory audits under Article 11 of Regulation (EU) No. 537/2014; | ||
in accordance with C-Rule 81a of the Austrian Code of Corporate Governance, defining a mode of mutual communication during a meeting with the auditor |
Annual general meeting and shareholders
The shareholders, as owners of the company, exercise their rights by vote at the Annual General Meeting. More information about the Annual General Meeting and the shareholder structure is available in the chapter “Investor Relations”.
In the interest of an open communication with shareholders, creditors, clients, analysts, employees and the interested public, transparency is of great importance to STRABAG SE. Important elements of this open communication are the quarterly reporting of STRABAG SE, ongoing direct investor and analyst contacts, the participation in roadshows and conferences as well as publications and disclosures online and especially on the company website. More details about the company’s extensive information activities in this regard is available in the chapter “Investor Relations”.
Interessenkonflikte
Conflicts of interest
Both the Management Board and the Supervisory Board are required to disclose conflicts of interest. The members of the Management Board must immediately disclose to the Supervisory Board any material personal interests in transactions of the company and group companies as well as any other conflicts of interest. Furthermore, they must also inform the other members of the Management Board of this. Members of the Management Board who hold management positions at other companies must work towards a fair balance of interests of the companies involved. Supervisory Board members who find themselves in a conflict of interest must immediately disclose this to the Chairperson of the Supervisory Board. If the Chairperson of the Supervisory Board finds himself or herself in a conflict of interest, he or she must immediately disclose this to their deputy. The conclusion of contracts with members of the Supervisory Board in which such members are committed to the performance of a service outside of their activities on the Supervisory Board for the company or a subsidiary for a remuneration not of minor value requires the consent of the Supervisory Board. This also applies to contracts with companies in which a member of the Supervisory Board holds a considerable economic interest.
Directors’ dealings
Proprietary transactions with STRABAG SE shares and/or bonds by members of the company’s boards, by persons or companies who maintain a close relationship to the board members, and by other management-level employees with corporate-wide responsibilities are reported as required by law and continually posted on the website of STRABAG SE.
In connection with the capital measures to reduce the shareholding of MKAO “Rasperia Trading Limited” in STRABAG SE, eight directors’ dealings disclosures were made in 2023. The subject of these disclosures was the exercise of subscription rights – by members of the aforementioned group of persons – to elect a distribution in the form of shares. Following the registration of the capital increase in the commercial register, the distribution in the form of shares took place in the course of an ordinary non-cash capital increase in March 2024, based on the resolutions of the 19th Annual General Meeting of STRABAG SE that was held on 16 June 2023.