Austrian listed companies are incorporated in the form of a joint-stock corporation (JSC) or – less frequently – a European company (SE).2 The most relevant sources of law for listed companies are:
- a the Stock Corporation Act or the Societas Europaea Act and the SE Regulation, which set forth the organisational framework for the company;
- b the Stock Exchange Act, which regulates disclosure obligations, as well as the rules on insider trading, market manipulation and directors’ dealings;
- c the Takeover Act, which sets forth the framework for public takeover bids;
- d the Commercial Code, which contains the applicable Austrian accounting rules;
- e the Accounting Control Act, which is aimed at ensuring that financial and other information published by listed companies complies with national and international accounting standards;
- f the (non-binding) Corporate Governance Code, which contains best practice rules and recommendations for listed companies; and
- g regulations and circulars by the Austrian Financial Market Authority.
As regards the Corporate Governance Code, it is principally non-binding and only applies to listed JSCs or SEs that have committed themselves to complying with the Corporate Governance Code; however, such a commitment is a prerequisite for entry to the prime market of the Vienna Stock Exchange.
Listed companies are subject to the supervision of the Financial Market Authority (in particular regarding insider trading, market manipulation and directors’ dealings), the Takeover Commission (regarding takeover bids) and the Austrian Financial Reporting Audit Panel (for audits pursuant to the Accounting Control Act, unless the audits are made by the Financial Market Authority).
With the Austrian Corporate Governance Code, the Austrian Working Group for Corporate Governance has created a set of rules and standards for the responsible management and management of companies in Austria.
In Austria, the Institut Österreichischer Wirtschaftsprüfer (IWP) and the Austrian Association for Financial Analysis and Asset Management (ÖVFA) have duly elaborated drafts for an Austrian Corporate Governance Code. In a representatively composed Austrian working group for corporate governance, the present uniform Austrian Corporate Governance Code was developed on the basis of the drafts. Special emphasis was placed on a broad and transparent discussion process involving all stakeholders involved.
The Austrian Corporate Governance Code was presented to the public on October 1, 2002 and has been amended several times due to international and national developments.
With this voluntary self-regulation measure, the trust of the shareholders is significantly promoted by even more transparency, by a quality improvement in cooperation between the Supervisory Board, the Management Board and the shareholders and by the orientation towards long-term value creation. The Austrian Corporate Governance Code is therefore an important building block for the further development and recovery of the Austrian capital market.
More detailed information regarding corporate governance rules applicable to listed companies in Austria is available at https://thelawreviews.co.uk/edition/the-corporate-governance-review-edition-7/1140901/austria
For developments from the Austrian Working Group for Corporate Governance : https://www.corporate-governance.at/
Austrian Working Group for Corporate Governance
c / o Johannesgasse 5
T + 43 5 90900 4460