Corporate governance refers to the entire system for managing and supervising a company, including its organization, its values, business policies and guidelines, as well as all internal and external regulatory and monitoring mechanisms. Effective and transparent corporate governance ensures that Constantia Flexibles is managed and monitored in a responsible manner focused on value creation. This fosters the confidence of our domestic and international investors, the financial markets, our customers and other business partners, employees and the general public in the company.
Constantia Flexibles GmbH is subject to the legislation governing limited liability companies in Austria. As long as a supervisory board is in place, in accordance with the partnership agreement, the internal organization of the company is not significantly different from the legal structure of a public company. The supervisory board oversees management policy and the management board’s representation of the company. It may demand a report on company affairs from the management board at any time. The management board keeps the supervisory board apprised of the state of business across the Group as well as in individual companies, presenting the key findings of the internal reporting system on a monthly basis.The supervisory board has passed bylaws for the management board and itself, taking into Account the GmbHG (Limited Liability Company Act) and the partnership agreement, the Bylaws catalogue business transactions requiring prior approval from the supervisory board. The significance of transactions is defined with reference to concrete limits. Transactions by subsidiaries that fundamentally affect the whole Group also require prior approval. Further details on board operations, the frequency of supervisory board (and sub-committee) meetings and the activities of the board are addressed in the supervisory board report.
Most of the supervisory board members qualify as independent and fulfill the criteria for Independence set down by the board, while at least 3 members do not represent interests of shareholders with a share of more than 10% and are deemed independent in the broader sense.The supervisory board defines independence according to the following criteria: a board member can have no business or personal relationship with the company or its management board that constitutes a material conflict of interest which could influence the member’s behavior. It is deemed prejudicial to receive any kind of payment from the company other than for the role of supervisory board member; to have close family relations on the management board or among the senior employees; to have acted as auditor for an audit of the company or one of its subsidiaries in the last five years; to have sat on the board for over 15 years, except where necessary to safeguard the interests of a shareholder; or to hold a management position in an external company whose supervisory board includes a member of the Constantia Flexibles GmbH management board.
In principle the whole board meets to discharge its duties at regular intervals, unless individual matters are referred to sub-committees. At any time the supervisory board may form sub-committees from its membership to prepare for its meetings, prepare and monitor the execution of its resolutions or take decisions on specially assigned matters. Every sub-committee must consist of at least two members.
Until November 2013, the supervisory board had three permanent sub-committees: an audit committee, a nomination/compensation committee and a capital expenditures committee. From December 2013 the capital expenditures committee will be replaced by several working committees that will hold special sittings on specific operational and financial questions. The other committees will proceed as before.
The sub-committees of the Constantia Flexibles supervisory board have the following duties: