Information concerning the working methods of the Management Board and the Supervisory Board

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The Telekom Austria Group complies with established principles to ensure sustainable, value-enhancing corporate development and is committed to the principles of transparency and a policy of open communication. The Group-wide areas of competence and responsibility are clearly regulated by the Articles of Association of Telekom Austria AG and the relevant statutory provisions. In addition, the duties, responsibilities and working methods are also described in greater detail in the Rules of Procedure for the Management Board and the Supervisory Board.

The Management Board defines the strategic focus of the Group in consultation with the Supervisory Board and provides the latter with regular reports on the company’s current situation including its risk situation. Furthermore, the Supervisory Board is authorised to demand reports from the Management Board at any time on matters concerning the Telekom Austria Group.

The Management Board of Telekom Austria AG is supported by three Group Chief Officers who are responsible for Human Resources, Technology Development and Marketing.

The Supervisory Board has set up four committees, which provide effective support by carrying out preparatory work on selected tasks and issues on behalf of the Supervisory Board.

  • Until 14 August 2014 the Chairing Committee and the Remuneration Committee consisted of Rudolf Kemler (Chairman), Ronny Pecik (first Vice Chairman) and Michael Enzinger (second Vice Chairman). The work of the Chairing Committee was discontinued on 14 August 2014. Rudolf Kemler, Carlos García Moreno (since 14 August 2014) and Oscar Von Hauske Solís (since 14 August 2014) now form the Remuneration Committee. This committee is responsible for regulating relationships between the company and the members of the Management Board, including granting approval for additional occupation. Resolutions concerning the appointment of Management Board members (or revocation thereof) and granting stock options in the company are resolved by the Supervisory Board as a whole.
  • In line with the statutory provisions, the Audit Committee primarily deals with the audit of and preparation for the adoption of the Annual Financial Statements, the audit of the Consolidated Financial Statements, the proposal for the distribution of profit, the Management Report, the Group Management Report and the Corporate Governance Report. High priority was also given to monitoring the accounting process, the effectiveness of the internal control system, the internal audit system and the risk management system. Furthermore, it prepares the selection of the auditor and checks the independence of the auditor of the Annual and Consolidated Financial Statements, particularly with regard to the performance of additional services. As of the end of 2014 the Audit Committee consisted of Carlos García Moreno as its Chairman (since 14 August 2014, previously Rudolf Kemler), Ronny Pecik (since 14 August 2014, previously Alfred Brogyányi) as its financial expert, Elisabetta Castiglioni (since 14 August 2014), Carlos Jarque (since 14 August 2014), Rudolf Kemler, Oscar Von Hauske Solís and Silvia Bauer, Walter Hotz and Alexander Sollak (latter three as employee representatives).
  • The Staff and Nomination Committee submits proposals to the Supervisory Board for appointments to positions on the Management Board that have become vacant and also deals with questions of succession planning. Its members are Oscar Von Hauske Solís (since 14 August 2014, Chairman, previously Rudolf Kemler), Alejandro Cantú (since 14 August 2014), Carlos García Moreno (since 14 August 2014), Rudolf Kemler, Ronny Pecik and Walter Hotz, Werner Luksch and Alexander Sollak (since 14 August 2014). In its two meetings the Staff and Nomination Committee drew up two recommendations for the Supervisory Board. These concerned ending the term of office of and employment relationship with Mr Hans Tschuden, and the appointment of Mr Siegfried Mayrhofer as a member of the Management Board for the duration of one year effective 1 June 2014.
  • The Frequency Committee, which was created to assist in the Austrian frequency auction in summer 2013, dealt at length with the frequency auction in Slovenia in the first quarter of 2014. After the conclusion of this auction, the Frequency Committee discontinued its work. The Frequency Committee consisted of the following members: Rudolf Kemler (Chairman), Ronny Pecik, Harald Stöber, Michael Enzinger, Walter Hotz and Alexander Sollak.

In the 2014 financial year the Supervisory Board dealt in depth with the strategic orientation of the Telekom Austria Group and its business performance in ten meetings of the Supervisory Board—including one strategy workshop, three meetings of the Audit Committee, one meeting of the Remuneration Committee, two meetings of the Staff and Nomination Committee and two meetings of the Frequency Committee. The main activities of the Supervisory Board in 2014 are compiled in the Supervisory Board’s report to the Annual General Meeting, which is also available on the company’s website.

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