Albania
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We attach utmost importance to the protection and security of your data, regardless of whether you are a customer or visitor to our website. We therefore undertake to protect your privacy and to treat your data confidentially. At this point we would like to inform you of the specific personal data of yours that are collected in relation to your visit to this website and for what purposes they are used.
I. Data controller
This website is operated by Zumtobel Group AG, Höchsterstrasse 8, 6850 Dornbirn, Austria, FN 62309 g, which is also the data controller within the meaning of the EU General Data Protection Regulation (hereinafter referred to as "GDPR").
No data protection officer has been appointed by the data controller since the legal requirements for mandatory appointment are not met.
However, inquiries regarding data protection and the use of your personal data can be sent to the following e-mail address and will be handled by us in accordance with the legal requirements: [email protected].
II. Data used / processing purposes / retention period
The categories of data we use and the purposes pursued through the use of this data are described below. As far as possible, you will also find information on the storage period of the respective data.
Each time this website is accessed, access data is stored in a log file, the server log. The data record stored in this log file contains the following information: Date and time of access, IP address, session ID, accessed website, name of the website from which the website was accessed and information about the browser used.
We evaluate these log files only in the event of misuse of our website. We reserve the right to subsequently check the log files of those users about whom there is a concrete suspicion of using our website in violation of the law and/or the contract. In general, we cannot attribute these data to a specific person. Should such an attribution be possible, we will only use these data in cases where there is a corresponding legal basis (weighing of interests in individual cases).
If you register on our website or for our web shop, we will record the master data you provide (in particular, your name, salutation, telephone and fax number, e-mail address, language of correspondence, industry, department, web shop access data) and use it on the basis of the relevant user agreement. In addition, you will be assigned an internal customer number and one or more contact persons in our company. These data are used by us in order to provide the web shop and to support you, as a customer or interested party of our company. As a rule, such data will be stored for six months after use of the web shop (erasure of the customer account) ends.
If you place an order in the web shop, we will collect any additional delivery addresses for this purpose and other data provided by you that are necessary for the processing of the order. We store such data for up to six months after the end of the customer relationship.
If personal master data or order data are also used in our accounting system, such data will be stored until the end of the prescribed periods (generally 7 years in Austria) on the basis of the statutory retention obligations applicable to us.
If you have given us your consent during registration or at a later time, we will use the data resulting from your use of the web shop or the website, such as the web pages you have accessed, the time spent on individual web pages and the products you have viewed as well as your previous demand interests, in order to optimise customer service and to be able to provide you with customised information. These data will be stored until you revoke your consent for the use of your data.
If you have agreed to receive a newsletter, we will use your name and e-mail address, your gender, address, company and industry sector, as well as language, for the delivery and personalisation of such a newsletter. These data are used for the duration of the subscription to the respective newsletter.
If you are one of our customers, we use your master data on the basis of our legitimate interest in direct marketing purposes and may invite you to events in your area.
If you have given your consent to the processing of your personal data, this consent can be revoked by you at any time. You can declare a revocation in writing or by e-mail to [email protected].
III. General principles for processing personal data
- We comply with the statutory data protection regulations without restriction.
The data protection regulations 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 the processing of the respective personal data can be seen from the above list.
In some cases, personal data may be provided to processors, if they offer sufficient guarantee for a lawful and secure use of data and if they contractually undertake to comply with the principles described in this privacy policy and the statutory regulations.
We reserve the right to transfer personal data to other companies in the context of restructuring or company mergers if they also undertake to adhere to the principles of action described here and are either based in the European Union or in a third country with adequate data protection.
If you actively choose to use the social networking functions offered on our website, personal data may be transferred to the respective external providers of these social networks. You will find detailed information on this in Section V. below.
We also reserve the right to pass on personal data to third parties if we are forced to do so by law, by a judicial decision by the court of competent jurisdiction or by an order of the competent authority, or if we are forced, as a result of actions or omissions on your part, to have our rights, our property or our assets protected or enforced by the competent authorities.
- In the procurement of data, we restrict ourselves to what is necessary and reasonable.
If we collect personal data, we will explain to you in each case for what purposes we use the data.
In individual cases, we only collect personal data to the extent necessary to achieve these purposes. If further use of personal data is no longer necessary, the data will be deleted.
IV. Recipients and recipient categories of data
In connection with the operation of this website or the web shop, the following processors are acting on behalf of the data controller:
Hosting provider website: Zumtobel Group AG
Provider web shop: Zumtobel Group AG
In addition, we refer to the explanations in Section IX., which describes in detail the use of your data by social networks.
In addition to the recipients specifically mentioned, other processors may also be consulted in the future in connection with the provision of this website and the web shop (e.g. hosting providers, shop operators).
A transfer of data to group companies is carried out based on any consent granted to the recipients named in the consent.
V. Links to external websites
Our website contains so-called hyperlinks to websites from other providers. In these cases, you will be directly forwarded from our website to the websites of the other providers. You can recognise this by the change of the URL in the address bar of your browser, among other things.
We cannot assume any responsibility for the confidential handling of your data by such providers, as we have no influence on whether the other providers comply with the data protection regulations. Please refer to the websites of these providers directly for information on how they handle your personal data.
VI. Security measures to protect your data
To protect your data, we have taken special technical and operational security measures which are regularly reviewed and adapted to technological progress.
However, we would like to point out that due to the structure of the Internet, it is possible that the rules of data protection and data security may not be observed by other persons or institutions that are not within our area of responsibility.
VII. Your rights in relation to the data used
If and insofar as we use personal data concerning you, you are entitled to the following rights in particular with regard to such data:
- Right of access to information (Art 15 GDPR): You may at any time request information as to whether and which personal data concerning you are being used by us, for what purposes the data are being processed, where the data originate, to which recipients the data may be transmitted and how long such data are stored by us.
- Right of rectification (Art. 16 GDPR): If you discover that personal data concerning you are inaccurate, you may request the rectification of such data at any time. If data are incomplete from your point of view, you can also request that data be supplemented.
- Right of erasure (Art. 17 GDPR): If you believe that the use of your personal data is no longer necessary or that it is carried out without a sufficient legal basis or is unlawful for other reasons, you can request the erasure of these data.
- Right to restriction of the use of data (Art. 18 GDPR): Instead of erasure of data, you can also demand restriction of the use of data, if data are used unlawfully. In particular, you can also demand such a restriction of the use of data if you dispute the accuracy of data or have lodged an objection to the use of data
- Right to data portability (Art. 20 GDPR): With regard to personal data that you have provided yourself and that are used on the basis of a contract or consent, you can demand that these data be made available to you in a structured, common and machine-readable format. You may also request that this data be transferred directly to another data controller.
- Right to file a complaint with a supervisory authority (Art. 77 GDPR): If you believe that your rights have been violated in relation to personal data concerning you, you have the right to file a complaint with a supervisory authority. In particular, you may contact the supervisory authority responsible for your place of residence, your place of work or the place where the suspected violation occurred. In Austria, the responsible supervisory authority is the Austrian Data Protection Authority, Barichgasse 40-42, 1030 Vienna.
Separately, we would like to point out your right of objection (Art. 21 GDPR): If reasons arise from your particular situation which make the use of your personal data, which we use on the basis of a legitimate interest, impermissible, you have the right to object to such use of data. If your personal data is used for direct marketing purposes, you have the right to object in any case.
If you have any questions or are unclear about your rights regarding your personal data, you can contact us at any time at the following e-mail address: [email protected].
VIII. Changes to the data protection policy
Since changes in the law or changes in our internal company processes may make it necessary to adapt this data protection policy, which we reserve the right to do accordingly, we ask you to read this data protection policy regularly.
IX. Cookies
We use cookies on our website to enable the use of certain functions of the website, to analyse how users use our website and to provide certain third-party services.
These are small text files that are stored on your computer. Most of the cookies we use are deleted from your hard drive at the end of the browser session (so-called session cookies). Other cookies remain on your computer and enable us to recognise your computer during your next visit (so-called persistent cookies). In addition, cookies from third parties are also used on our website.
You can prevent the storage of cookies by adjusting your browser settings accordingly. However, we would like to point out that in this case, you may not be able to use all functions of this website to their full extent.
If you do not wish our cookies to be stored on your computer, please deactivate the storage of cookies in your browser for our website or set your browser so that cookies are generally not stored on your computer. You can also use your browser to delete cookies that have already been stored.
We have no influence on the further processing of the personal data collected by the respective operators. Furthermore, it is not possible for us to determine the extent to which, where and for how long the data is stored by the social networks, the extent to which the social networks comply with existing deletion obligations, which evaluations and links to the data are carried out by them and to whom the data is passed on by the social networks.
Deactivating the use of cookies may require a permanent cookie to be stored on your computer. If this cookie is subsequently deleted by you, you must perform the deactivation again.
The following categories of cookies are used on our website:
I. Session cookies
To make it easier for you to browse our website, we use a so-called session ID (session identifier), which is assigned to each visitor at the beginning of each use of our website. This session ID is used by our server to recognise you or your computer/browser as the same visitor, even though your IP address may have changed in the meantime. This session ID enables the assignment of several related requests of a user to one session. The session ID cookie we use is only valid until the end of a session. It is automatically deleted when you close your browser.
II. Persistent cookies
We use the Pardot Marketing Automation System, a special software for collecting and evaluating the use of a website by website visitors and for sending marketing communication (newsletters, event invitations, etc.). When visiting this website, Pardot captures your click path and creates an individual usage profile using a pseudonym. For this purpose, cookies are used, which allow recognition of your browser.
However, you can deactivate the creation of pseudoymised user profiles at any time by configuring your Internet browser so that cookies of the domain “pardot.com” are not accepted. However, this may result in some limitations in the features and usability of our offering. In order to provide you with an offer or product information that is as interesting as possible and to the extent your consent to it, it is possible to merge your personal data with the data of the pseudonymised user profile via the set cookies, if you – for example by ordering a newsletter or completing a form – provide personal information. You may opt-out to this use of your personal information, such as name and address information, in writing an email to [email protected] or by clicking the unsubscribe link in any newsletter or other marketing communication at any time. You can revoke your consent at any time with effect for the future.
Newsletters sent with Pardot contain so-called web beacons. These are small graphics that allow user behaviour, such as opening and reading emails and clicking links to analyse. This allows us to make our content more relevant and interesting to you.
Last updated: October 2022
Zumtobel Group AG
Höchsterstrasse 8, 6850 Dornbirn
+43 5572 509 - 0
www.z.lighting
Dornbirn, Austria
Manufacture and sale of luminaires, lighting solutions and lighting components
AG (= public limited company)
Alfred Felder (CEO) | Bernard Motzko (COO) | Thomas Erath (CFO) | Marcus Frantz (CDTO)
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, Isabel Kreilhuber
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
Dornbirn, Austria
Manufacture and sale of luminaires as well as lighting solutions
Alfred Felder (CEO) | Bernard Motzko (COO) | Thomas Erath (CFO) | Marcus Frantz (CDTO)
Karin Zumtobel-Chammah (Chairwoman), Georg Pachta-Reyhofen (Vice Chairman), Volkhard Hofmann (Vice Chairman), Christian Beer
Delegates of the employees' council: Dietmar Dünser, Richard Apnar
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
Dornbirn, Austria
Manufacture and sale of luminaires as well as lighting solutions
Alfred Felder (CEO) | Bernard Motzko (COO) | Thomas Erath (CFO) | Marcus Frantz (CDTO)
Karin Zumtobel-Chammah (Chairwoman), Georg Pachta-Reyhofen (Vice Chairman), Volkhard Hofmann (Vice Chairman), Christian Beer
Delegates of the employees' council: Dietmar Dünser, Richard Apnar
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
100% 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 management of the Zumtobel Group sees the basis for lasting economic success in responsible business activities that are focused on the sustainable, long-term creation of added value and transparent corporate governance. The Austrian Code of Corporate Governance (ACCG) is designed to ensure a high degree of transparency for all stakeholders and serve as an important orientation guide for investors. The code defines a regulatory framework for the management and monitoring of Austrian stock corporations. Its foundation is formed by Austrian stock corporation, stock exchange, and capital market law. This framework is based on EU recommendations for the responsibilities of supervisory board members and the remuneration of directors as well as the principles set forth in the OECD guidelines for corporate governance.
Commitment to the Austrian Corporate Governance Code
As a listed international company, the Zumtobel Group is committed, without limitation, to compliance with the guidelines defined by the Austrian Corporate Governance Code (ACGC) in the version issued in January 2023. The version applicable to the 2022/23 financial year is available for review and download on the website corporate-governance.at. This commitment represents a voluntary obligation of the Zumtobel Group which is intended to strengthen the confidence of shareholders and to support the continuous optimisation of internal legal, conduct and ethics standards.
Comply or Explain
The Zumtobel Group met all rules of the ACGC in full during the 2022/23 financial year.
PwC Evaluation report according to C-Rule 62 ACCG (only german)
Schönherr Rechtsanwälte GmbH - Evaluation report according to C-Rule 77 - 83 ACCG (only german)
External evaluation of the consolidated corporate governance report
In accordance with C-Rule 62 of the ACGC, Zumtobel Group AG is required to arrange for an external evaluation of compliance with the code regulations on a regular basis, i.e. at least every three years. The review for the 2022/23 financial year was carried out by the Group’s auditor, PwC Wirtschaftsprüfung GmbH, Vienna, and did not result in any objections to the public declaration of compliance with the ACGC. Compliance with C-Rules 77 to 83 was evaluated and confirmed by Schönherr Rechtsanwälte GmbH, Vienna. The report on the independent evaluation and the corporate governance report are available to the general public on the Zumtobel Group’s website under https://z.lighting.
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
Articles of Association Zumtobel Group AG
Please click here for information on the Management Board.
The annual remuneration report combines the policies for the remuneration of Zumtobel Group AG’s managing board and its supervisory board. It elaborates on the size and composition of their salaries.
Renumeration Report for the 2022/23 Financial Year
More information on this topic can be found in the documents on the issue of Remuneration Policy of the Supervisory Board and Management Board to the Remuneration Policy for the Managing Board of Zumtobel Group AG. The Remuneration Policy was adopted in the course of the 46th Annual General Meeting. Further information on the resolutions can be found here: 46th Annual General Meeting.
The general meeting is responsible for approving the remuneration of the Supervisory Board members. The amount of this remuneration is to be based on the different functions (e. g. chairperson, vice-chairperson, membership on the Supervisory Board as well as its committees).
The Works Council representatives on the Supervisory Board exercise their functions in an honorary capacity and do not receive any remuneration for these activities. Every Supervisory Board member, including the Works Council representatives on the Supervisory Board, is entitled to reimbursement for his or her cash expenses.
- EUR 120,000 for the Chairperson of the Supervisory Board per financial year
- EUR 60,000 for the other members of the Supervisory Board per financial year
- EUR 15,000 for the Chairperson of a Committee for each meeting up to a maximum of EUR 30,000 per financial year
- EUR 5,000 for the other members of a Committee for each meeting up to a maximum of EUR 10,000 per financial year
The Supervisory Board of Zumtobel Group AG consists of nine members – six shareholder representatives elected by the annual general meeting and three members delegated by the Employees’ Council for an unlimited period. The Supervisory Board and Management Board follow a policy of open and transparent communication with all stakeholders. The Supervisory Board has established committees to effectively carry out its advising and control functions in the following areas: Audit and Risk, Remuneration and Nomination, Sustainability, and Innovation and Digitalisation. The Austrian Labour Constitutional Act entitles the employee representatives to delegate one member to the Supervisory Board and its committees for every two members (shareholder representatives) elected by the annual general meeting.
The members of the Supervisory Board of Zumtobel Group AG as of 30 April 2023 are listed below:
Shareholder representatives
Karin Zumtobel-Chammah
Born in: 1963
Nationality: Austria
Function: Chairwoman
Initial appointment: 26 July 2019
Appointment to AGM 2023
Education: Business management
Supervisory board positions in other domestic and foreign (listed) companies: None
Georg Pachta-Reyhofen
Born in: 1955
Function: First Vice-Chairman
Initial appointment: 18 May 2020
Appointment to AGM 2024
Education: Engineering
Supervisory board positions in other domestic and foreign (listed) companies: SAG Motion GmbH, member of the supervisory board; Benteler International AG, member of the supervisory board; Bridgestone SA/NV, member of the supervisory board
Volkhard Hofmann
Born in: 1952
Nationality: Germany
Function: Second Vice-Chairman
Initial appointment: 21 July 2017
Appointment to AGM 2025
Education: Business management
Supervisory board positions in other domestic and foreign (listed) companies: None
Eva Kienle
Born in: 1967
Nationality: Germany
Function: Member
Initial appointment: 26 July 2019
Appointment to AGM 2023
Education: Business management
Supervisory board positions in other domestic and foreign (listed) companies: Schott Pharma AG & Co. KGaA, member of the supervisory board None
Thorsten Staake
Born in: 1978
Nationality: Germany
Function: Member
Initial appointment: 18 May 2020
Appointment to AGM 2024
Education: Information systems & technology management
Supervisory board positions in other domestic and foreign (listed) companies: Hoval AG, member of the administrative board; Ben Energy AG, member of the administrative board; Amphiro AG, member of the administrative board
Christian Beer
Born in: 1961
Nationality: Austria
Function: Member
Initial appointment: 24 July 2020
Appointment to AGM 2025
Education: Engineering
Supervisory board positions in other domestic and foreign (listed) companies: pester pac automation GmbH, member of the advisory board
Employee representatives
Dietmar Dünser
Born in: 1966
Nationality: Austria
Function: Delegated by the Employees‘ Council
Initial appointment: 24 July 2015
End of current term: n/a
Education: Telecommunications & electronics
Supervisory board positions in other domestic and foreign (listed) companies: None
Richard Apnar
Born in: 1974
Nationality: Austria
Function: Delegated by the Employees‘ Council
Initial appointment: 26 June 2012
End of current term: n/a
Education: Plastics technology
Supervisory board positions in other domestic and foreign (listed) companies: None
Isabel Kreilhuber
Born in: 1977
Nationality: Austria
Function: Delegated by the Employees‘ Council
Initial appointment: 1 April 2021
End of current term: n/a
Education: Business management
Supervisory board positions in other domestic and foreign (listed) companies: None
Please click here for further information on the members of the Supervisory Board.
Independence of the Supervisory Board members
The following criteria define the independence of the Supervisory Board members (resolution of the Supervisory Board of Zumtobel AG on 25 June 2013).
Criterion 1: The Supervisory Board member did not serve as a member of the Management Board or a key employee of Zumtobel AG or one of its subsidiaries during the past five years.
Criterion 2: The Supervisory Board member did not act as an auditor of Zumtobel AG or a member company of the Zumtobel Group or serve as a key employee or managing partner of the auditing company during the past three years.
Criterion 3: The Supervisory Board member is not a member of the management board of another company in which a member of the Management Board of Zumtobel AG serves on the supervisory board.
Criterion 4: The Supervisory Board member does not currently, or did not in the past year, maintain any business relations with Zumtobel AG or a member company of the Zumtobel Group of a scope considered significant for the Supervisory Board member. This also applies to business relationships with companies in which the Supervisory Board member holds a considerable economic interest. However, the approval of individual transactions by the Supervisory Board pursuant to Rule 48 does not automatically qualify the member as not independent.
Criterion 5: :The Supervisory Board member is not closely related (direct offspring, spouse, life partner, parent, uncle, aunt, sibling, niece, nephew) to a member of the Management Board of Zumtobel AG.
All members of the Supervisory Board have declared their independence in accordance with these criteria, and C-Rule 53 is therefore met in full. The current Supervisory Board members Volkhard Hofmann, Georg Pachta-Reyhofen, Thorsten Staake, Eva Kienle and Christian Beer are independent and neither shareholders nor representatives of shareholders with an investment of more than 10%. Accordingly, C-Rule 54 is met in full.
Composition and working procedures of the committees
The Supervisory Board of Zumtobel Group AG has established three committees to support the efficient performance of its advising and control functions. These committees deal with specific issues and prepare resolutions for the full Supervisory Board:
Audit Committee
Members: Eva Kienle (Chairwoman), Karin Zumtobel-Chammah (Vice-Chairwoman), Volkhard Hofmann, Georg Pachta-Reyhofen, Dietmar Dünser and Isabel Kreilhuber
The Audit Committee is primarily responsible for the audit of and preparations for the approval of the separate financial statements and consolidated financial statements, the management report, the corporate governance report and the recommendation for the distribution of profit. High priority is given to the monitoring of accounting processes as well as the effectiveness of the internal control system, internal audit, the compliance organisation and risk management, whereby the committee performs preparatory work for the Supervisory Board. The Audit Committee prepares a recommendation for the annual general meeting concerning the selection of the auditor and monitors the independence of the auditor on an annual basis, above all concerning additional services provided.
Committee for Management Board Matters
Members: Volkhard Hofmann (Chairman), Georg Pachta-Reyhofen (Vice-Chairman), Karin Zumtobel-Chammah, Christian Beer
The Committee for Management Board Matters is responsible for relations between the company and the members of the Management Board, above all the content and conclusion of employment contracts and issues involving succession planning for this corporate management body. The Committee for Management Board Matters combines the typical responsibilities of a remuneration committee and a nominating committee (“identical committee“ in the sense of C-Rule 43 of the ACGC). Recommendations for nominations are based on a defined profile that reflects the Zumtobel Group’s strategic orientation and is used to evaluate internal as well as external candidates.
Strategy Committee
Members: Georg Pachta-Reyhofen (Chairman), Volkhard Hofmann (Vice-Chairman), Karin Zumtobel-Chammah, Thorsten Staake, Dietmar Dünser, Isabel Kreilhuber
As a sounding board for the Management Board, the Strategy Committee regularly reviews the strategic positioning of the company and the implementation of strategic measures.
Digitalisation Committee
Members: Thorsten Staake (Chairman), Christian Beer (Vice-Chairman), Eva Kienle, Volkhard Hofmann, Dietmar Dünser, Isabel Kreilhuber
This committee serves as a sounding board for the Management Board on issues related to the digital transformation and, in close cooperation with the Strategy Committee, with the related digital strategy for the Zumtobel Group.
Report by the Supervisory Board of Zumtobel Group AG for the 2022/23 Financial Year
The following contracts and business transactions between Zumtobel Lighting GmbH and individual Supervisory Board members required approval and were submitted to the Supervisory Board of Zumtobel Group AG during 2022/23 in accordance with the Austrian Stock Corporation Act and the Austrian Corporate Governance Code (Rule 49):
A contract was concluded between Zumtobel Lighting GmbH and Heron Innovations Factory GmbH, Dornbirn, in connection with a construction project. This latter company is attributable to the economic ownership of Supervisory Board member Christian Beer. The object of the contract is the delivery of floor lamps for a total contract volume of TEUR 53.
In addition, maintenance costs of TEUR 14 were charged based on the existing contract between Zumtobel Lighting GmbH and Servus Intralogistics GmbH, Dornbirn, a company attributable to the economic ownership of Supervisory Board member Christian Beer. Both business relationships are subject to standard market conditions.
The Supervisory Board members deal, at least once each year, with the provisions of the ACGC that are related to conflicts of interest. In addition, new members of the Supervisory Board are informed extensively of the need to avoid such conflicts when they join the board. The members of both the Management Board and the Supervisory Board are required to disclose any conflicts of interest. If a Supervisory Board member comes into a conflict of interest, he/she must report this immediately to the chairwoman of the Supervisory Board.
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).
Managers’ transactions FY 2023/24
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.
The compliance management system is the subject of continuous development to protect the Zumtobel Group’s ability to meet current and future responsibilities. The related activities are carried out in close cooperation between corporate audit & compliance, the legal department, risk management, the human resources department and corporate IT. The senior director of corporate audit & compliance reports on current compliance issues as well as planning and progress on the development and expansion of the compliance management system at the scheduled meetings of the Audit Committee. Regular one-on-one meetings are also held with the chairman of the Audit Committee. Additional information can be found in the management report.
The Zumtobel Group takes the protection of personal data very seriously. In addition to the implementation of various technical and organisational measures for the protection of our data, the Zumtobel Group is also required to comply with the latest measures defined by the EU’s General Data Protection Regulation (GDPR; “Datenschutz-Grundverordnung”).
Information is a valuable corporate asset and, as such, must be protected. Any violation of information security has a negative impact on the business of the Zumtobel Group. The Zumtobel Group’s security concept is based prevention, protection, identification and reaction.
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.
Risk management
The Zumtobel Group realises that an effective opportunity and risk management system – as well as an internal control system – plays an important role in 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 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 is installed in all Group companies as well as standardised planning and controlling processes, Group guidelines, regular reporting and the internal control system.