I hereby give my consent for the processing of my personal data – my name, gender and e-mail address, chosen brands and subject areas – for the purpose of sending me the newsletter of Zumtobel Group AG, Höchsterstraße 8, 6850 Dornbirn and its subsidiaries by e-mail on the brands / subject areas which I have chosen. My personal data will be used in accordance with the data privacy statement. I can withdraw my consent at any time by e-mail to Zumtobel Group AG, dataprivacy@zumtobelgroup.com or in writing. You may also use this e-mail address if you have any queries or comments concerning data protection.
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We place great value on the protection and security of your data, regardless of whether you are a customer or visitor to our online presence. We therefore undertake to protect your private sphere and to handle your data confidentially. In this document, we are pleased to inform you of the specific personal data collected in relation to your visit to this website and the purposes to which it is used.
I. Responsible person
This website is operated by Zumtobel Group AG, Höchsterstraße 8, 6850 Dornbirn, Austria, FN 62309 g, which acts as the "responsible person" within the meaning of the EU General Data Protection Regulation (hereinafter "GDPR").
The responsible person has not appointed a data protection officer, because this is not necessary in order to comply with the statutory requirements.
However, inquiries about data protection and the procesing of your presonal data can be sent to the following email address, and we will handle them in accordance with the statutory provisions: dataprivacy@zumtobelgroup.com.
DATA PROTECTION PRIVACY
We place great value on the protection and security of your data, regardless of whether you are a customer or visitor to our online presence. We therefore undertake to protect your private sphere and to handle your data confidentially. In this document, we are pleased to inform you of the specific personal data collected in relation to your visit to this website and the purposes for which it is used.
I. Responsible person
This website is operated by Zumtobel Group AG, Höchsterstraße 8, 6850 Dornbirn, Austria, FN 62309 g, which acts as the “responsible person” within the meaning of the EU General Data Protection Regulation (hereinafter “GDPR”).
The responsible person has not appointed a data protection officer, because this is not necessary in order to comply with the statutory requirements.
However, inquiries about data protection and the processing of your personal data can be sent to the following email address, and we will handle them in accordance with the statutory provisions: dataprivacy@zumtobelgroup.com.
II. Data processing, Purpose of processing, Duration of storage
This section describes the data categories we use as well as the purposes we aim to achieve through use of the data. Information on the length of time for which various kinds of data are stored is provided where possible.
Every time this website is accessed, access data is saved in a log file known as the server log. The data record saved in this regard contains the following information: date and time of access, IP address, session ID, the website accessed, name of the website from which the website was accessed, and information about the browser used.
We only analyze these log files in the event of misuse of our website. We reserve the right to subsequently examine the log files of users against whom a concrete suspicion exists of having used our website illegally and/or in breach of contract. In general, it is not possible for us to associate this data with a specific person. If such association is possible, however, we only use such data in cases for which a corresponding legal basis exists (weighing of interests in the individual case).
When you log in to our website or online shop, we collect the contact data you provide (in particular, your name, salutation, telephone and fax number, email address, language of correspondence, department and online shop access data) and use it on the basis of the processing agreement on this subject. Moreover, in our internal processes, you are assigned a customer number and one or more contact persons from our company. We use this data to make our online shop available and serve you insofar as you are a customer of, or interested in, our company. In most cases, such data is stored for six months after use of the online shop has ceased (the customer account is deleted).
If you place an order in the online shop, we collect additional information for this purpose, including a delivery address and other information necessary for order processing, which you provide. We store such data for up to six months after the customer relationship ends.
Insofar as personal contact or order data is also used in our accounting processes, such data is stored until the end of prescribed periods on the basis of the statutory retention periods to which we are subject (usually 7 years in Austria).
If you have provided corresponding consent to us as part of the registration process or at a later time, we will also use the data resulting from your use of the online shop and the website, such as the web pages you accessed, the length of time you stayed on individual web pages and the products you looked at, as well as your previous items of interest in order to optimize our customer service and provide you with customized information. This data is stored until you revoke consent to its use.
If you have agreed to receive a newsletter, we use your name and email address to deliver such a newsletter. This data is used for as long as you are subscribed to the respective newsletter.
You can revoke at any time any consent you have provided for processing of your personal data. You can send notice of revocation in writing or via email to dataprivacy@zumtobelgroup.com.
III. Data recipients and recipient categories
In connection with operating this website and/or online shop, the following service providers have been engaged by the responsible person.
Website hosting provider: Zumtobel Group AG
Online shop provider: Zumtobel Group AG
Aside from the specific recipients listed, other service providers may be engaged in connection with providing this website and the online shop (e.g., hosting provider, shop provider) in the future.
Transmission of data to other Group companies is performed on the basis of consent granted for data transmission to the named recipients.
IV. General principles for the processing of personal data
- Without limitation, we comply with all statutory data protection regulations.
The data protection directives of the European Union and the national laws derived from them apply to the storage, processing and use of personal data. The legal basis for processing the respective personal data is evident from the foregoing. - Personal data is not sold, given over, rented out or otherwise disclosed to third parties in any manner without your consent.
We will not make third parties aware of your personal data for advertising or marketing purposes or otherwise give it to third parties unless this is necessary in order to execute the performance owed to you or without your express permission.
In some cases personal data may certainly be made available to external service providers if they offer sufficient guarantees that data will be used legally and securely, and they contractually undertake to comply with the principles and statutory provisions described in this Data Protection Policy.
Within the scope of corporate restructuring or mergers, we reserve the right to transfer personal data to other companies, provided they also undertake to comply with the principles of conduct described here and are domiciled either within the European Union or a third state with an appropriate level of data protection.
If you decide to actively use the social networking functions offered in our online presence, personal data will be forwarded to the respective external social network providers. See Section 4, below, for detailed information on this topic.
Furthermore we reserve the right to forward personal data to third parties if we are compelled to do so by operation of law, judgment handed down by a court of competent jurisdiction or administrative order issued by the competent supervisory authority; or if, as a result of actions or omissions on your part, we are forced to have our rights, property and assets protected by the competent supervisory authorities or have said rights, etc. enforced on our behalf. - The data we collect is limited to necessary and expedient information.
When we collect personal data, we always explain to you the purposes for which we process the data. In individual cases, we collect personal data only to the extent necessary to achieve these purposes. If personal data is no longer required for our use, it is deleted.
V. Your rights in relation to the data used
If and insofar as we use personal data relating to you, you have the following rights in relation to such data:
- Right of access (Art. 15 GDPR): You can demand information at any time as to whether personal data relating to you is being processed by us and if so, to demand that we inform you of the specific information, as well as the purposes of its processing, the origin of the data, any recipients to whom the data has been transmitted and the length of time that such data has been stored by us.
- Right to correction (Art. 16 GDPR): If you become aware that personal data relating to you is incorrect, you can demand the correction of such data at any time. Insofar as you consider data to be incomplete, you can also demand that any missing data be added.
- Right to erasure (Art. 17 GDPR): If you believe that the processing of your personal data is no longer necessary or that such use is occurring without a sufficient legal basis or is illegal for other reasons, you can demand the erasure of this data.
- Right to restriction of processing (Art. 18 GDPR): Instead of erasure, you can also demand that data processing be restricted if data is being processed illegally. In particular, you can also demand such restriction of data processing if you dispute the correctness of the data or have filed an objection against an instance of data processing.
- Right to data portability (Art. 20 GDPR): With regard to the personal data that you have created yourself and which is used on the basis of a contract or consent, you can demand that this data be provided to you in a structured, common and machine-readable format. You can also demand that this data be sent directly to another responsible person.
- Right to object (Art. 21 GDPR): If in your special situation there are reasons that make it illegal to process personal data relating to you, which we are processing on the basis of a weighing of interests, you have the right to object to such data usage. Insofar as your personal data is processed for direct advertising, you also have a right to object.
- Right to lodge a complaint with a supervisory authority (Art 77 GDPR): If you believe that your rights in relation to personal data relating to you have been infringed, you have the right to lodge a complaint with a supervisory authority. In particular, you can do so with the supervisory authority that is responsible for your place of residence, place of work or the place of suspected infringement. In Austria, the competent supervisory authority is the Datenschutzbehörde [Data Protection Agency], Wickenburggasse 8, 1080 Vienna.
If you have questions about your rights in relation to your personal data or want something clarified, you can contact us at any time at the following email address: dataprivacy@zumtobelgroup.com.
VI. Processing of data by social networks
This website uses social media plugins of various social networks. These plugins are functions of the respective social network that enable you to share content from our website with your contacts in the social networks or to recommend this content, for example. The social media plugins can be recognized by the logo of the respective social network.
We use social media plugins from the following social network operators:
- Facebook: Facebook Inc., 1601 S. California Ave, Palo Alto, CA 94304, USA
- Twitter: Twitter Inc., Folsom St., Suite 600, San Francisco, CA 94107, USA
- Pinterest: Pinterest Inc., 808 Brannan Street, San Francisco, CA 94103, USA
- LinkedIn: LinkedIn Corporation, 2029 Stierlin Court, Mountain View, California 94043, USA
- Instagram: Instagram LLC, 1601 Willow Rd, Menlo Park, CA 94025, USA
On our website, all social media plugins with the exception of YouTube are deactivated by default, which means that simply accessing our website does not result in any data being transferred to the social network providers. If you want to use the functionality of the respective social network and therefore activate an initially deactivated social media plugin, you are expressly consenting for data to be transferred to the social network operator from that time forward. We have no influence on the scope of data collected in this way by the providers of social networks.
To our knowledge, the following data is transferred:
- IP address
- User identification, if you are logged into the respective service
- Previously visited page (referrer), if you followed a link
- Type of browser and browser settings
- installed plugins like Adobe® Flash® or Adobe® Reader®
- URL of the page on which the social media plugin is integrated
- The date and time of the visit
- Technical data relating to the operating system
- Location-specific information
- Cookies.
Through the integration of the plugin, the operators of the social networks receive the information that you accessed the respective pages of our online presence. If you are at the same time logged in to a social network, the operator can associate these page views with your account on the respective social network. If you then go on to interact with the social media plugins, e.g., clicking the Facebook “Like” button, that information is also transmitted to the respective social network.
Even if you are not a member of any said social networks, it is possible that via the social plugin they may become aware of your IP address and store it. For details about the purpose and scope of data processing, collection and use by the social networks used by us and your rights and setting options in this regard, please consult the privacy policies of the social networks:
- Facebook: http://www.facebook.com/policy.php
- Twitter: http://www.twitter.com/privacy
- LinkedIn: http://www.linkedin.com/legal/privacy-policy
- Pinterest: http://about.pinterest.com/privacy/
- Instagram: https://help.instagram.com/155833707900388
If desired you can permanently activate the plugins of one or more social media providers. In this case, whenever you access a page, data is always transmitted to the social network provider. You can deactivate certain or all social media plugins at any time.
Moreover, you may be able to render data transmission to social media networks technically impossible. To do so, please adjust the security settings in your web browser, for instructions on how to do so, please consult the “Help” section in your web browser.
Furthermore, in individual cases, it is possible to block social media plugins using add-ons for your browser, e.g., blocking the Facebook plugin using “Facebook Blocker”.
VII. Cookies
We use cookies on our website in order to enable the use of certain website functions, analyze user activity on our website and offer certain third party services.
Cookies are small text files stored on your computer. Most of the cookies we use are deleted from your hard drive at the end of your browser session (“session cookies”). Other cookies remain on your computer and enable us to recognize your computer on your next visit (“persistent cookies”). In addition, cookies placed by third party providers are used on our website.
You can prevent the saving of cookies by selecting the appropriate browser setting. Please note, however, that if you do so, some functions of this website may not be fully available.
If you do not wish to have cookies stored on your computer, please deactivate the storing of cookies in your browser for our website or configure your browser so that cookies in general are not stored on your computer. You can also delete previously saved cookies using your browser.
Deactivating the use of cookies may also require that a persistent cookie be saved on your computer. If you delete this cookie at a later time, you have to deactivate cookies again.
The following categories of cookies are used on our website:
I. Session cookies
To facilitate browsing on our website, we place a session ID (“session identifier”) that is associated with each visitor when they start using our website. This session ID allows our server to identify you and/or your computer/browser as the same visitor, even if your IP address has changed. This session ID makes it possible to associate multiple related requests by a user with a single session. The session ID cookie is only valid until the end of a session. When you close your browser, it is automatically deleted.
II. Persistent cookies
a. Google Analytics
This website uses Google Analytics, a web analytics service of Google Inc. (“Google”). Google Analytics also uses cookies that make it possible to analyze how you use the website, among other things. The information generated by these cookies is usually transmitted to a Google server in the US and stored there. Google uses this information on behalf of the operator of this website to analyze your use of the website, to compile reports about website activities and to render other services for the website operator related to use of the website and internet. These reports and services are used to continuously improve the offerings of this website.
You can prevent the saving of cookies by selecting the appropriate browser setting. Please note, however, that if you do so, some functions of this website may not be fully available.
Moreover, you can prevent the collection by Google of the data generated by these cookies and the data related to your use of the website (incl. your IP address) as well as the processing of this data by Google; to do so, click the following link, and download and install the Google plugin available for your browser: http://tools.google.com/dlpage/gaoptout?hl=en. Additional plugins of this sort are also available from other providers, depending on the browser used.
In light of the discussion around the use of complete IP addresses in analytic tools, we wish to note that this website uses Google Analytics with the “anonymizeIp()” extension and as such, the IP addresses are only processed in truncated form in order exclude direct association with a person. Your IP address is therefore truncated by Google within European Union member states and other signatories to the Treaty on the European Economic Area. Only in exceptional cases is the full IP address transmitted to a Google server in the US and truncated there. The IP address supplied by your browser within the scope of Google Analytics is not combined with other Google data.
b. Oracle
We use Oracle Eloqua on this website for login and to send you emails. The Oracle Eloqua servers are located in the European Union (the Netherlands). Oracle Eloqua places a persistent cookie on the respective login page provided an Eloqua cookie is not already stored on your device. If you have used a website that uses Eloqua, you may already have an Eloqua cookie. In some circumstances we use the Eloqua cookie to analyze your use of our site so we can continuously improve it.
Emails sent using Oracle Eloqua use tracking technologies. We use this data primarily to find out what topics are of interest to you; we do this by monitoring which of our emails are opened and the links you follow. We then use this information to improve the emails we send you and the services we provide.
When subscribing to the newsletter and confirming your subscription, the IP address is saved with a time stamp in order to document your subscription in the event doubts arise. Furthermore within the framework of subscribing, we collect other personal data such as your first name, last name and email address. We use this data to personalize and deliver our newsletter mailings. The data is not provided to any other third parties. You can cancel your subscription at any time – either by using the convenient link at the bottom of every newsletter or via email.
III. Third party cookies
Services by third party providers are also integrated within the framework of our website. With regard to these services, however, processing of personal data performed by the providers listed below falls outside the scope of responsibility of the provider of this website.
a. Google Maps
Some pages of this website use Google Maps to depict interactive maps and generate directions. Google Maps is a map service of Google Inc., 1600 Amphitheater Parkway, Mountain View, California 94043, USA. Through the use of Google Maps, information about the use of this website, including your IP address and the (origin) address entered for the route planning function, is transmitted to Google in the US.
If you access a web page on our online presence that contains Google Maps, your browser establishes a direct connection with Google servers. The map content is directly transmitted by Google to your browser, which integrates it into the website. We therefore have no influence on the scope of data collected by Google in this manner.
To our knowledge, this includes the following data, at minimum:
- The date and time of the visit to the respective website,
- Internet address or URL of the accessed website,
- IP address,
- (Origin) address entered for route planning
We have no influence on the further processing and use of the data by Google, and therefore, we cannot assume any responsibility in this regard.
If you do not want Google to collect, process or use data about you via our website, you can deactivate JavaScript in your browser settings. In this case, however, you cannot use the map function.
For the purpose and scope of data collection and the further processing and use of the data by Google as well as your rights in this regard and settings options to protect your private sphere, please consult the Google privacy policy: http://www.google.de/intl/de/policies/privacy/.
b. YouTube
Some pages of this website integrate YouTube videos or provide links to YouTube videos. YouTube is a video service of YouTube, LLC, 901 Cherry Ave., San Bruno, CA 94066, USA, represented by Google Inc. YouTube uses cookies to collect information about the use of the videos. The Google privacy also applies to YouTube and is available at http://www.google.de/intl/de/policies/privacy/.
c. Lumesse Recruiting
For our Group-wide job opportunities portal, we use cookies of our cooperation partner, Lumesse GmbH, Hamborner Str. 51, 40472 Düsseldorf, Germany. The Lumesse privacy policy is available at http://www.lumesse.com/privacy.
VIII. Links to other websites
Our website contains hyperlinks to the websites of other providers. If you click on one of them, you will be directed from our website directly to the website of the other provider. This is evident from the change in URL in the address bar of your browser.
We cannot assume any responsibility for the confidential handling of your data by such providers, since we have no influence on the compliance of the other providers with data protection provisions. For information about how your personal data is handled by these providers, please consult their websites directly.
IX. Security measures to protect your data
To protect your data, we take special technical and organizational security measures, which are reviewed and adapted to technological process on a regular basis.
Please note, however, that due to the structure of the internet, it is possible that data protection and data security rules will not be observed by other persons or institutions outside our scope of responsibility.
X. Amendment of data protection provisions
Since amendments to legislation or changes in our internal company processes may make it necessary to amend our data protection provisions, we reserve the right to do so, and we ask that you read this data protection policy regularly.
Last updated: June 2020
Zumtobel Group AG
Höchsterstrasse 8, 6850 Dornbirn
+43 5572 509 - 0
www.z.lighting
info@zumtobelgroup.com
Dornbirn, Austria
Manufacture and sale of luminaires, lighting solutions and lighting components
AG (= public limited company)
Alfred Felder (CEO)
Bernard Motzko (COO)
Thomas Tschol (CFO)
Christian Beer, Volkhard Hofmann, Eva Kienle, Georg Pachta-Reyhofen (Vice Chairman), Thorsten Staake, Karin Zumtobel-Chammah (Chairwoman)
Delegates of the employees' council: Richard Apnar, Dietmar Dünser, Kai Arbinger
app. 37% Zumtobel Family, Dornbirn
app. 63% Free Float
FN 62900a
Feldkirch Regional Court (Landesgericht Feldkirch)
ATU 361 728 05
Vorarlberg Chamber of Commerce
BA-CA, account no. 0084-26314/00, bank code 11000
Information on the company’s products and services, and promotion of sales.Information on the Zumtobel Group: The company offers integral professional lighting solutions, luminaires, light management systems and lighting components for indoor and outdoor applications
Zumtobel Lighting GmbH
info@zumtobel.info
Dornbirn, Austria
Manufacture and sale of luminaires as well as lighting solutions
Alfred Felder (CEO) | Bernard Motzko (COO) | Thomas Tschol (CFO)
Jürg Zumtobel (Chairman), Fritz Zumtobel (Deputy Chairman), Johannes Burtscher, Volkhard Hofmann, Richard Apnar, Dietmar Dünser
Schweizer Strasse 30, 6850 Dornbirn
FN 62900a
Landesgericht Feldkirch
ATU36137006
+43 (5572) 390-0
Information on the company’s products and services, and promotion of sales.
Wholly owned subsidiary of Zumtobel Group AG, Dornbirn, Austria
Zumtobel Lighting GmbH
info@thornlighting.com
Dornbirn, Austria
Manufacture and sale of luminaires as well as lighting solutions
Alfred Felder (CEO) | Bernard Motzko (COO) | Thomas Tschol (CFO)
Jürg Zumtobel (Chairman), Fritz Zumtobel (Deputy Chairman), Johannes Burtscher, Volkhard Hofmann, Richard Apnar, Dietmar Dünser
Schweizer Strasse 30, 6850 Dornbirn
FN 62900a
Feldkirch Regional Court (Landesgericht Feldkirch)
ATU36137006
+43 (5572) 390-0
Information on the company’s products and services, and promotion of sales.
Wholly owned subsidiary of Zumtobel Group AG, Dornbirn, Austria
- Here you can download the International Conditions of Sale and Delivery.
- Here you can download our General Purchasing Conditions Zumtobel Group AG in German, English and Serbian.
Please read these conditions of use carefully. Unfortunately, we are compelled to request you for legal reasons to leave our Internet pages if you cannot observe these rules. The same applies if you are subject to a law (for example on account of nationality, residence or place of stay) which forbids the use of or visit to these Internet pages or parts of them.
Intellectual property
Except for references expressly to the contrary, all data, works, inventions, designs, concepts, ideas and other elements of these Internet pages (hereinafter called “Intellectual Property”) belong exclusively to Zumtobel GmbH, A-6850 Dornbirn (hereinafter called “Zumtobel”) or a company within the Zumtobel Group, or a third party licensing Zumtobel or the Zumtobel Group. Any use of the Intellectual Property including for personal purposes, is prohibited. Excepted from this, is personal, non-commercial viewing of the Internet pages by means of commercially available and non-modified browser software, as well as the preparation of a single print on paper solely for personal use. Zumtobel and/or third parties authorised by it and/or third parties who have suffered damage are in the case of infringement also entitled to judicial enforcement and restitution of the legal status in addition to any claim for compensation.
No offer
These Internet pages do not represent an offer to a contractual relation of any kind whatsoever. We offer legal transactions by the internet solely for registered customers with individual login.
No advice
News, references, opinions, prices, data or other information on these Internet pages are always to be understood as being general and not binding. They may be altered and/or removed at any time and without prior notice. The information which may be called from these Internet pages must never be taken to be product guaranties and/or interpreted as assurance of qualities or availabilities.
No guarantee for contents
All contents of the Internet pages, as for example, information, technical instructions, prices, colours etc. are supplied without guarantee. They are always to be considered as unsecured and are based in part on information provided by third parties which are similarly supplied without guarantee.
No confidentiality
Communication over the areas of the Internet pages which are accessible by the public at large (for example, with a web form) is made uncoded over the Internet and may be read with simple technical means by third persons, and are clearly related not only to the sender but also to the recipient. The same applies to the delivery of an e-mail to Zumtobel . It is therefore strongly inadvisable to communicate confidential information to Zumtobel or to third parties over the Internet pages or by e-mail.
No guarantee for availability
Availability of the Internet pages or of certain parts thereof is at no time guaranteed. Zumtobel may limit availability of the Internet pages at any time for particular or unlimited periods and/or alter or remove the contents.
No liability
All liability of Zumtobel arising out of or in connection with use of the Internet pages or connected with offers made by third parties via links with the Internet pages, is excluded.
Applicable law
In as far as a contractual relationship should arise at all between you and Zumtobel, it shall be governed solely by the laws of Austria not including cross-referenced rules.
The Zumtobel Group views corporate governance as a comprehensive model for the management and monitoring of the company. This orientation is reflected in the Group’s corporate culture through a strategic focus on sustainability, long-term development and responsibility. The general framework for the corporate governance system in the Zumtobel Group is formed by the Austrian Corporate Governance Code. The major building blocks of this system are the corporate values, the code of conduct and Group policies. They play a key role in the long-term creation of value and a sustainable increase in the worth of the company.
Management encourages employees to report possible violations of the code of conduct, whereby all such information is treated confidentially. Employees may contact the director corporate audit and compliance of the Zumtobel Group as well as specially trained colleagues in the legal and internal audit departments. Reports of violations of questions on the code of conduct can also be directed to internal contact partners such as the respective supervisor, human resources staff and employee representatives. The accounts of possible violations received during the reporting year were investigated and the results of these evaluations were reported.
The Zumtobel Group is committed to full compliance with the guidelines defined by the Austrian Corporate Governance Code and views this set of rules as a key requirement for responsible corporate management that is based on the sustainable, long-term creation of value and a high degree of transparency towards shareholders and other interest groups. The Austrian Corporate Governance Code is issued by the Austrian Working Group for Corporate Governance and represents a benchmark for good corporate governance and corporate control that exceeds legal requirements and meets international standards. The code applicable to the 2019/20 financial year (version: January 2020) is available for review on the website of the Austrian Working Group for Corporate Governance (www.corporate-governance.at). Voluntary commitment gives the code its legitimacy and forms the basis for the explanation of non-compliance with the C-Rules (comply or explain).
The Zumtobel Group complied with nearly all provisions of the code during the 2019/20 financial year. Actions deviated from only one C-Rule of the 83 Rules in the code, and the difference is described below.
The following C-Rule of the code was or is currently not met:
Rule 30:
The Zumtobel Group classifies information on insurance coverage, in general, and D&O coverage, in particular, as confidential data whose disclosure may result in damage to the corporation. Therefore, this information is not disclosed.
In accordance with Austrian legal obligations appropriate organisational measures and internal guidelines have to be established to prevent the abuse of inside information. Amongst other legal acts such obligations and other relevant regulations are stipulated in the Austrian Stock Exchange Act and in the Regulation (EU) No 596/2014 of the European Parlament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation – MAR).
To strengthen the awareness for inside information within the Zumtobel Group a framework of Insider Guidelines was established. It consists of
- general statement on inside information in the Code of Conduct of the Zumtobel Group,
- the Corporate Insider Policy with important information for all persons working in and for the Zumtobel Group.
Declarations according to market abuse regulation 596/2014 according Article 19 (Managers’ transactions)
In accordance with applicable law the transactions subject to declaration (sale respectively purchase > 5.000 EUR p.a) are published on this site and the information will be available for at least three months (Rule 73 of the Austrian Corporate Governance Code).
FY 2019/2020
Articles of association of Zumtobel Group AG as approved by the shareholders' meeting as per July 25, 2014.
Content Overview:
- Company Name and Registered Office
- Business Objectives of the Company
- Notices
- Capital and Shares
- The Managing Board
- Representation of the Company
- The Supervisory Board
- The General Assembly
- Business Year
- Annual Financial Report, Consolidated Annual Financial Report, Distribution of Profits and Dividend Rights
- Takeover Acts
Please click here for information on the Management Board.
The members of the Supervisory Board are elected by the annual general meeting. The Austrian Stock Corporation Act allows employee representatives to delegate one member to the Supervisory Board for every two members elected by the annual general meeting.
Please click here for further information on the members of the Supervisory Board.
Criteria of Independence
The Supervisory Board initially defined the criteria for the independence of its members in accordance with Rule 53 at a meeting on 29 September 2006. On 26 June 2009, the Supervisory Board approved an amended version of these criteria which more closely reflects the guidelines of the Austrian Corporate Governance Code. These criteria, which have been in effect since 2009, were updated by the Supervisory Board of Zumtobel Group AG in a meeting on 25 June 2013 to reflect a formal, immaterial adjustment. In accordance with these criteria, a member of the Supervisory Board is considered to be independent when he/she has no business or personal relations with the Zumtobel Group or the Management Board of Zumtobel Group AG. Such relations include, among others, significant customer delivery transactions or close family ties. The criteria for independence can be found here.
All members of the Supervisory Board have declared their independence in accordance with these criteria, and Rules 39 and 53 are therefore met in full. Three members of the Supervisory Board – Volkhard Hofmann, Johannes Burtscher and Eva Kienle – are independent and neither shareholders nor representatives of shareholders with an investment of more than 10%. Accordingly, Rule 54 is also met in full. There are no contracts between the members of the Supervisory Board and the Zumtobel Group which require approval or disclosure in accordance with L-Rule 48 and C-Rule 49 of the Corporate Governance Code.
All functions or corporate positions held by members of the Supervisory Board outside the Zumtobel Group are disclosed on the Group’s website and listed in the corporate governance report in accordance with Rules 56 and 57.
Committees of the Supervisory Board
The Supervisory Board of Zumtobel Group AG has established the following committees:
Audit Committee
Members: Dipl.-Ing. Eva Kienle (Chairwoman), Lic. Oec. Karin Zumtobel-Chammah (Vice Chairwoman), Dr. Volkhard Hofmann, Dr.-Ing. Georg Pachta-Reyhofen, Dietmar Dünser and Kai Arbinger
Duties: The Audit Committee is responsible for the audit of and preparations for the approval of the separate financial statements and consolidated financial statements, the management report and the recommendation for the distribution of profit. This committee also nominates the auditor for approval by the annual general meeting; the auditor is then commissioned by the chairman of the Supervisory Board. The Audit Committee is responsible for the monitoring of accounting processes and the work of the auditor as well as the internal control system, the risk management system and internal audit. These responsibilities were met in full during the 2018/19 financial year. Among others, the responsible managers report to the committee at each meeting on the current status of these systems and processes. The chairman of the Audit Committee also meets twice each year with the senior director of corporate audit & compliance.
Committee for Management Board Matters
Members: Dr. Volkhard Hofmann (Chairman), Dr.-Ing. Georg Pachta-Reyhofen (Vice Chairman), Lic. Oec. Karin Zumtobel-Chammah, Christian Beer
Duties: The Committee for Management Board Matters is responsible for relations between the company and the members of the Management Board. It corresponds to the remuneration committee required by Rule 43 of the Corporate Governance Code and also fulfils the duties required of a nominating committee under Rule 41. As one of the related duties, the committee developed and approved a job profile and nomination process for the Management Board in accordance with Rule 38.
Strategy Committee
Members: Dr.-Ing. Georg Pachta-Reyhofen (Chairman), Dr. Volkhard Hofmann (Vice Chairman), Lic. Oec. Karin Zumtobel-Chammah, Prof. Dr. Thorsten Staake, Dietmar Dünser, Kai Arbinger
Duties: The Strategy Committee serves as a permanent sounding board for the Management Board on strategic and cultural issues related to Zumtobel Group AG.
Management Board remuneration
The remuneration system for the Management Board and key management of Zumtobel Group AG is based on performance. Accordingly, above-average performance has a positive and below-average performance a negative effect on the amount of remuneration. The remuneration system is also linked to sustainable actions with a long-term orientation.
The remuneration of the Management Board comprises a fixed and a variable component. The fixed component is based on the responsibilities of the individual board member and, in accordance with customary procedures in Austria, is paid in 14 instalments at the end of the month. The basis for the variable component (target remuneration) is defined separately for each board member before the beginning of the respective financial year. This remuneration is paid out if a performance evaluation confirms the achievement of the defined targets. The amount of the remuneration for the performance year is increased or decreased in line with the over- or under-achievement of the targets.
The variable remuneration consists of a short-term component (Short-Term Incentive, STI) and a long-term component (Long-Term Incentive, LTI). The STI is paid out in cash during the respective performance year. The cash distribution from the LTI is spread over the five following years, whereby the amount of the individual payments is based on a performance evaluation at the time of distribution. The valuation of the individual LTI segments ensures that not only the short-term effects of management decisions, but also their long-term impact on the development of the company are reflected in remuneration.
The performance evaluation for the allocation of variable remuneration in the respective distribution year is based on two indicators – adjusted EBIT and free cash flow. The targets for these indicators are determined before the beginning of the financial year based on budget planning.
The evaluation of the accrued LTI tranches from earlier years is still based on the total shareholder return of Zumtobel Group AG, which is compared with the total shareholder return of selected, comparable companies (peer group). This peer group has a broad distribution, both from a geographical and industrial perspective. The composition of the peer group was changed in 2019/20 to ensure the best possible benchmark for the Zumtobel Group. Among the most important factors for the change in composition and weighting were the geographical comparability and similarity of business activities. The result was an adjustment of the weighting for the geographical distribution and industrial sectors in 2019/20.
Under both the STI and LTI, discretionary remuneration which exceeds the agreed performance target and reflects non-financial criteria can be granted in justified cases. This discretionary component moves within the upper limits defined in advance. Therefore, all components of the remuneration scheme used by Zumtobel Group AG meet the requirements of the Austrian Corporate Governance Code, above all Rule C-27.
The goals and goal attainment for the performance indicators as well as an individual discretionary bonus component (to be justified) are evaluated and approved each year by the compensation committee (CC). This committee is responsible for decisions on the remuneration system and includes representatives from the Management Board, Supervisory Board and human resources department. The compensation committee is supported by an independent consulting firm.
The employment contract with CFO Thomas Tschol, which would have expired at the end of the 2019/20 financial year, was extended on 8 November 2019 to 30 April 2021.
The Management Board contracts include a change of control clause. If the company is taken over by a new majority shareholder, the members of the Management Board are entitled to terminate their contracts unilaterally. In this case, the member(s) of the Management Board would be entitled to receive the previously agreed fixed and variable remuneration up to the end of the originally agreed contract term, with a maximum payment covering a period of 24 months. The members of the Management Board have no other special claims or entitlements at the end of their function. The activities of Thomas Tschol on the Management Board are made available through a personnel leasing contract concluded with Management Factory Corporate Advisory GmbH. This contract can be terminated at the end of each month in keeping with a three-month notice period.
The Zumtobel Group website (https://z.lighting) provides up-to-date information on the purchase and sale of the company’s shares by its directors in accordance with the Austrian Stock Exchange Act. This disclosure exceeds the requirements of Rule 73 in that the information remains on the website for at least six months.
Supervisory Board remuneration
The Supervisory Board remuneration and attendance fees are approved by the annual general meeting and were last amended on 24 July 2015. The fixed remuneration equals EUR 120,000 per financial year for the chairperson of the Supervisory Board and EUR 60,000 per financial year for each elected member. No additional attendance fees are paid for Supervisory Board meetings or for the annual general meeting. In addition, the elected members of the Supervisory Board committees receive variable remuneration. Each committee chairperson receives remuneration of EUR 15,000 for each meeting up to a maximum of EUR 30,000 per financial year for the activities as committee chairperson. Every other committee member receives EUR 5,000 per meeting up to a maximum of EUR 10,000 per financial year and committee. The employee representatives receive no Supervisory Board remuneration. The fixed remuneration is paid out in equal monthly instalments, while the variable remuneration is paid one week after the respective meeting to the members who were personally present.
Risk Management
The Zumtobel Group realises that an effective opportunity and risk management system – as well as an internal control system – represents an important factor for maintaining and expanding its competitive position. Risk management in the Zumtobel Group covers the direct interaction and handling of risks to protect the asset, financial and earnings positions of the Group and to support the identification of opportunities and the evaluation of entrepreneurial decisions. The goal of risk management is to identify risks and opportunities at an early point in time through a systematic approach, and thereby permit the implementation of suitable measures to deal with changes in the operating environment. Risk management in the Zumtobel Group is an independent strategic process as well as an integral part of operational management. The basic instruments for the monitoring and management of risks are the risk management software which was installed in all Group companies as well as standardised planning and controlling processes, Group guidelines, regular reporting and the internal control system.
Risk management based on recognised best practices and standards
The corporate risk management department, a section of the controlling department at corporate headquarters, is responsible for the continuous development of risk management processes as well as the coordination of Group-wide risk management and risk monitoring. The risk management system used by the Zumtobel Group is closely linked with corporate controlling processes and the internal control system. The underlying framework for these two systems is formed by the principles of the COSO model. Guidelines and process descriptions for risk management are available to all companies in the Zumtobel Group.
Central role of reporting
Reporting plays a central role in the monitoring and management of economic risks. The operating units provide the Management Board with regular information on the current and expected development of business as well as the existing risks and available opportunities. In addition, the Audit Committee of the Supervisory Board receives semi-annual reports on the Group’s major risks and opportunities. The tools and processes used by the Group to identify and evaluate risks are continuously developed and improved with the support of internal audit and the auditor. The auditor evaluates the effectiveness of risk management at Zumtobel Group each year and reports to the Supervisory and Management Boards on the results of this review.
Internal Control System
The internal control system in the Zumtobel Group (abbreviated in the following as “ICS“) supports the attainment of corporate goals. The ICS is defined as the total of all process-based monitoring and management measures to safeguard Group assets, to ensure the completeness and reliability of information and systems, to support the efficiency and effectiveness of processes and to guarantee compliance with legal, contractual and internal rules and regulations.
The structure and design of the Zumtobel Group’s ICS are based on recognised international governance guidelines such as the framework issued by the Committee of the Sponsoring Organizations of the Treadway Commission (COSO) and the IT framework (COBIT) published by the Information Systems Audit and Control Association (ISACA), which are adapted where necessary to reflect the Group’s business model. The scope of the design and formalisation of the ICS follows a strict risk orientation (benefits), which is critically compared with the expected added expense (costs).
Designated business process managers are responsible for the implementation and updating of the ICS in the individual functional areas, regions and/or business divisions. The ICS is closely linked with the organisationally separate enterprise risk management process, which systematically records and aggregates risks for the process managers on a regular basis and, together with the related measures, issues reports for various levels up to the Supervisory Board
Monitoring activities are carried out by the quality assurance units in the specialist departments together with the organisationally separate corporate audit and compliance department which has a dual reporting line to the Management Board and Audit Committee. The monitoring process covers the design of controls as well as their operational effectiveness. A strictly organised follow-up process ensures that any identified weak points are eliminated as quickly as possible. The designated monitoring functions are based on strict professional standards and subject to regular external review.
Internal audit
The corporate internal audit department of Zumtobel Group AG (corporate audit & compliance) is a staff department that reports directly to the Management Board. The head of the department provides regular reports to the Audit Committee of the Supervisory Board on the planning for and most important results of its work. The internal audit charter approved by the Management Board creates the foundation for all internal audit activities. This charter and the entire audit process in the Zumtobel Group are based on the international standards defined by the Institute of Internal Auditors (IIA). Compliance with these standards is reviewed and confirmed at least every five years by an external specialist, whereby the last review took place in March 2016.
The standard corporate internal audits are defined in an annual schedule, which is approved by the Management Board and coordinated with the Audit Committee. It is the result of the Group-wide structured identification and analysis of qualitative and quantitative risk factors relating to processes, units and projects. The preparation of the audit schedule is closely coordinated with risk management and covers the content-related review of risk trends and efficiency in operating processes as well as the monitoring of compliance with legal regulations and internal guidelines. The activities of corporate internal audit also include ad hoc audits at the request of the Management Board and, depending on the team’s available expertise, consulting projects. In accordance with § 243a (2) of the Austrian Commercial Code and Rules 69 and 70 of the Austrian Corporate Governance Code, the management report must include a description of the key features of the internal control system and the risk management system related to the accounting process.