General principles
STRABAG SE is fully committed to the Austrian Code of Corporate Governance and has implemented a comprehensive set of rules, structures and processes to ensure a well-functioning governance.
Consolidated report
The present report is a consolidated corporate governance report as defined by Sec 267b UGB (Austrian Commercial Code) which also covers the corporate governance report as defined by Sec 243c UGB.
Commitment to the Austrian Code of Corporate Governance
The consolidated corporate governance report explains the rules, structures and processes implemented by STRABAG SE in the interest of a well-functioning corporate governance system. We are fully and without exception committed to the Austrian Code of Corporate Governance (ÖCGK) and its aims and we see compliance with the rules contained within the Code as a top priority. This commitment represents a self-obligation on the part of STRABAG SE with the aim to boost shareholder confidence and to constantly optimise our high internal legal, behavioural and ethical standards. We are further obligated to comply with the Code due to the listing of our shares in the Prime Market segment of the Vienna Stock Exchange.
The Austrian Code of Corporate Governance is a set of rules for good corporate governance and control systems on the Austrian capital market, aligning with international standards. The aim of the Code is to establish a responsible system of management and supervision of companies that is geared towards creating sustained, long-term value while ensuring a high level of transparency for all stakeholders. Investors and issuers therefore value the Code and recognise it as an indispensable part of the Austrian system of corporate governance and of Austrian business life.
The Austrian Code of Corporate Governance defines three categories of rules: L-Rules refer to legal requirements with mandatory compliance on the part of publicly listed companies in Austria. Deviation from C-Rules (comply or explain) must be explained publicly and the reasons stated. R-Rules are recommendations requiring neither disclosure nor explanation. The version of the Code that was valid for the 2025 financial year is the January 2025 version. It is available for download from the website of the Austrian Working Group for Corporate Governance and from the website of STRABAG SE.
The Management Board and the Supervisory Board of STRABAG SE declare that STRABAG SE fulfils all L-Rules of the Austrian Code of Corporate Governance and complies with all C-Rules with the exception of those C-Rules stated and explained below. The company furthermore endeavours to abide by the Code’s R-Rules in accordance with the organisation of the company.
Non-compliance with the Austrian Code of Corporate Governance
January 2025 version
STRABAG SE has issued two registered shares, each of which confers the right to nominate one member of the Supervisory Board. Registered share no. 1 is held by the Haselsteiner family (Haselsteiner Familien-Privatstiftung). The nomination right attached to registered share no. 1 strengthens the commitment of a major shareholder group to the company and safeguards know-how on the Supervisory Board. STRABAG SE benefits from this arrangement in the interests of good corporate governance and derives particular value from the commitment, expertise and experience of the nominated Supervisory Board member. Registered share no. 2 is held by MKAO “Rasperia Trading Limited”. As MKAO “Rasperia Trading Limited” is included on the EU sanctions list, its right under registered share no. 2 to nominate a member of the Supervisory Board is currently suspended.
It is a key concern for STRABAG SE that the remuneration of the Management Board members be made according to measurable criteria in a way that is transparent and easily comprehensible. The remuneration of the Management Board is based on the specific tasks and responsibilities as well as the size and the economic situation of the company. Another factor that is considered is the competitiveness of the remuneration on the market. The variable component of the remuneration takes into account the shareholders’ interest in a positive development of the company and increases the motivation of the Management Board to take measures that sustainably improve the net income in the long term. The variable remuneration is measured on the basis of financial indicators that best reflect the long-term success and economic situation of the company. Non-financial performance criteria that can be applied across the Group are being evaluated, but currently still pose a significant challenge in terms of defining, measuring and controlling corresponding target values (key performance indicators). A differentiated and separate definition of non-financial performance criteria for each division would be detrimental to transparency and ease of understanding. As a result of thorough debate in the Executive Committee of the STRABAG SE Supervisory Board, the decision was made not to use non-financial criteria to calculate the remuneration of the members of the Management Board.
The guidelines governing the appointment process for members of the Management Board require considering both internal and external candidates, with a focus on succession planning within the STRABAG Group. An external advertisement or market search is undertaken only if no suitable candidates can be identified within the STRABAG Group.
The Supervisory Board of STRABAG SE consistently seeks to align the terms of office of all members of the Management Board. As members of the Management Board left office prematurely during the 2025 financial year, the initial terms of office of Stefan Kratochwill and Péter Glöckler are each less than three years.