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. 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 VI, 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.
IV. 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 VI 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.
V. 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]
VI. Use of personal data by social networks
Links to social networks
This website uses links to various social networks. With the help of these links you can, for example, share the content of our website with your contacts in social networks or recommend this content to others.
We link to pages of the following social network operators:
Facebook Inc., 1601 S. California Ave, Palo Alto, CA 94304, USA
Twitter Inc., Folsom St., Suite 600, San Francisco, CA 94107, USA
Pinterest Inc., 808 Brannan Street, San Francisco, CA 94103, USA
LinkedIn Corporation, 2029 Stierlin Court, Mountain View, California 94043, USA
Instagram LLC, 1601 Willow Rd, Menlo Park, CA 94025, USA
YouTube, LLC, 901 Cherry Ave., San Bruno, CA 94066 United States
Vimeo, Inc., 555 West 18th Street, New York, NY 10011
Conversion Tracking through
Facebook Pixels, LinkedIn Insight Tags, Pinterest Tags & Twitter Website Tags
We use Facebook pixels, LinkedIn Insight tags, Pinterest tags, Twitter Website Tags to measure and improve the effectiveness of our advertising on social media.
Accordingly, we use the pixels/tags to ensure that our ads match the potential interest of users and are not perceived as annoying. The pixel and tags also allow us to track the effectiveness of our ads for statistical and market research purposes, by seeing whether users have been directed to our site after clicking on an ad.
According to the most recent judicature of the European Court of Justice, our responsibility with regard to the data processed by the aforementioned tools is limited to the collection and transmission of these data. To this extent, the rights of data subjects may also be asserted against us.
The collection and transmission of this data is based on the consent you have given, of which you were expressly notified when you visited our website.
The data collected by the above-mentioned operators cannot be viewed directly by us, but can only be used within the scope of placing advertisements.
Furthermore, we use the "Custom Audiences from File" procedure of the social network Facebook, Inc. and LinkedIn. In this case, the e-mail addresses of the persons are uploaded to Facebook/LinkedIn after consent has been granted. The upload process is encrypted. The upload is used solely to determine recipients of our ads. We want to ensure that the ads are only shown to users who are interested in our information and services.
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.
Insofar as the data you send us via Facebook is also or exclusively processed by Facebook (Insights data), Facebook Ireland Ltd., 4 Grand Canal Square, Grand Canal Harbour, Dublin 2 Ireland, in addition to us, also serves as the data controller for the data processing within the meaning of the General Data Protection Regulation (GDPR). The data processing in this respect is based on an agreement between joint data controllers in accordance with Art. 26 GDPR, which you can view here.
YouTube Plugin
On our website, we include videos from YouTube, YouTube, LLC, 901 Cherry Ave., San Bruno, CA 94066 United States. We have no control over the amount of data collected in this manner (for example, by playing and viewing the pages with embedded video) by the providers of the social networks.
The following data are transmitted, according to our knowledge:
- IP address
- The following data are transmitted, according to our knowledge:
- previously visited page (referrer), if you followed a link
- Browser type and settings
- installed plug-ins, such as Adobe® Flash® or Adobe® Reader®
- URL of the page on which the social plugin is embedded
- the date and time of the visit
- technical specifications of the operating system
- Location-related information
- Cookies
By embedding the YouTube videos, the operator receives the information that you have called up the respective pages of our Internet presence. If you are logged into one of the social networks at the same time, the operator can correlate the corresponding access instances to your account with the respective social network. If you also interact with the plug-ins, the corresponding information is transmitted to the respective social network.
Even if you do not have a YouTube account, there is a possibility that YouTube will learn your IP address and possibly save it. For details on the purpose and scope of YouTube's data processing, collection and use, and your rights and setting options in this regard, please refer to the YouTube Privacy Policy at: http://www.google.de/intl/de/policies/privacy/
In addition, you may be able to technically prevent a data transfer to YouTube. Please adjust the security settings in the web browser you are using for this purpose. Please refer to the "Help" section in your web browser to find out how this works.
VII. 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.
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
a. Salesforce Pardot
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.
III. Third-party cookies
Third-party services are also integrated within the framework of our website. With regard to these services, personal data may be used by the providers mentioned below, which are not within the responsibility of the provider of this website.
According to our present knowledge, these are at least the following data:
- Date and time of the visit to the relevant website,
- Internet address or URL of the web page accessed,
- IP address,
- (Start) address entered during route planning
We have no influence on the further processing and use of the data by Google and can therefore not take responsibility for this.
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 display.
The purpose and scope of the data collection and the further processing and use of the data by Google as well as your related rights and setting options to protect your privacy can be found in Google's privacy policy: http://www.google.de/intl/de/policies/privacy/ .
VIII. 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.
IX. 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.
X. 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.
Last updated: March 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)
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)
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)
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 Zumtobel Group has installed an extensive and responsible compliance management system which is administered by the audit & compliance organisation. For the Zumtobel Group, responsibility includes ethical actions, the disclosure of necessary information, the transparent co-design of framework conditions, and the acceptance of responsibility for our actions.
Together with the responsible corporate governance and compliance department, the Zumtobel Group organises the comprehensive management and monitoring of all business activities. The framework for the design of the corporate governance system is the Austrian Corporate Governance Code in its latest version. This code has been implemented in the Zumtobel Group through the corporate values, the recently revised code of conduct, various corporate guidelines and the whistle-blower system which has now been rolled out throughout the Group.
As a listed international company, the Zumtobel Group is committed to transparent and conscientious management and contributes to the continuous improvement of systematic corporate controls. An ongoing dialogue with the chairman of the Audit Committee, a subcommittee of the Supervisory Board, ensures the necessary independence of this area where necessary.
The Austrian Corporate Governance Code (ACGC) represents a regulatory framework for the management and monitoring of Austrian stock corporations. The foundation of the code 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. The Austrian Corporate Governance Code takes effect through the voluntary commitment of companies to comply with its rules for good governance, in the respective version. The version of the code applicable to the 2020/21 financial year was published in January 2021 and is available under corporate-governance.at.
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. It sees the code as an essential requirement for responsible management that is focused on the sustainable, long-term creation of value and high transparency towards all stakeholders. 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 2020/21 financial year.
External evaluation of compliance with the Corporate Governance Code
The Corporate Governance Code (C-Rule 62) requires evaluation of compliance with the C-Rules (Comply or Explain) on a regular basis – at least every three years – by an external institution. This review was last carried out by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna, in connection with the audit of the financial statements for the 2019/20 financial year. Based on the results of and evidence gained from this evaluation, the statement of compliance included in the company’s corporate governance report for the 2019/20 financial year accurately represents, in all material aspects, the implementation of and compliance with the relevant rules of the ACGC. 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.
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).
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. In accordance with C-Rule 59 of the Austrian Corporate Governance Code, the participation of employees on the Supervisory Board and its committees represents a legally regulated part of the Austrian corporate governance system. 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 2021 are listed below:
Please click here for further information on the members of the Supervisory Board.
Independence of the Supervisory Board members
The Supervisory Board of Zumtobel Group AG defined the following criteria for the independence of its members, as required by C-Rule 53 of the Austrian Corporate Governance Code, in 2009. 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 are disclosed in full on the Zumtobel Group’s website under https://z.lighting.
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 also met in full. The Supervisory Board confirms that the definition of the independence criteria reflects the guidelines in Appendix 1 to the Austrian Corporate Governance Code.
Criteria of independence Zumtobel Group
Contracts with Supervisory Board members which require approval
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 or C-Rule 49 of the Corporate Governance Code.
Measures to avoid conflicts of interest
The Supervisory Board members deal, at least once each year, with the provisions of the ACGC which are related to conflicts of interest. In addition, new members of the Supervisory Board are informed extensively of the need to avoid conflicts of interest when they join the board.
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: Dipl.-Ing. Eva Kienle (Chairwoman), Lic. Oec. Karin Zumtobel-Chammah (Vice Chairwoman), Dr. Volkhard Hofmann, Dr.-Ing. 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: Dr. Volkhard Hofmann (Chairman), Dr.-Ing. Georg Pachta-Reyhofen (Vice Chairman), Lic. Oec. 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. It corresponds to the remuneration committee required by Rule 43 of the Corporate Governance Code and fulfils the duties required of a nominating committee under Rule 41. As such, it also prepares recommendations for the appointments to the Management Board and deals with issues related to succession planning. These recommendations are submitted to the Supervisory Board after the qualifications and experience of suitable candidates have been compared against a pre-defined profile. The Supervisory Board is responsible for the final decision on the selection of a Management Board member.
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, 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.
Principles of the Remuneration Policy
The principles for the remuneration (“Remuneration Policy“) of the members of the Management Board of Zumtobel Group AG were approved by a resolution of the Supervisory Board on 22 June 2020 based on a recommendation by the Committee for Management Board Matters in its capacity as a Remuneration Committee in accordance with C-Regel 43 of the Austrian Code of Corporate Governance (ACCG). These principles are intended for application after presentation to the 44th general meeting of Zumtobel Group AG.
In accordance with § 78b (1) of the Austrian Stock Corporation Act, the Remuneration Policy must be presented to the general meeting for voting at least every fourth financial year and in the event of material changes.
Goals
The remuneration system for the Management Board and top management of the Zumtobel Group AG is performance-oriented. Accordingly, above-average performance has a positive and below-average performance a negative effect on the amount of remuneration for the Management Board.
The remuneration is intended to reflect the scope of activity and responsibility as well as the performance of each Management Board member.
Furthermore, the total remuneration of the Management Board members should reasonably reflect the position of the Company as well as the remuneration in comparable companies.
The remuneration must be sufficiently attractive to recruit and retain appropriately qualified persons for the assumption of responsibilities on the management board of a listed international company. Consequently, the remuneration system should be competitive and in line with the market.
The remuneration system should also be linked to sustainable actions with a long-term orientation and should support the Company’s strategic goals.
The remuneration system should reflect recognised national and international standards for good corporate governance, including the provisions of the Austrian Stock Corporation Act and the rules of the Austrian Code of Corporate Governance. That means remuneration must be transparent and easily understandable.
Supervisory Board remuneration
The Supervisory Board remuneration and attendance fees are approved by the 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 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
Risk policy approaches
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.
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 (The Committee of Sponsoring Organizations of the Treadway Commission) model. Guidelines and process descriptions for risk management are available to all companies in the Zumtobel Group.
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 in the 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 implementing and updating 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, prepares 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 December 2020.
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.