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Corporate governance at Kapsch

Corporate governance plays a key role at Kapsch TrafficCom. The cooperation between the management and Supervisory Board is transparent and essential in order to safeguard shareholder interests.

Executive Board

The Executive Board shall manage the company under its own responsibility in such a manner as the good of the company requires, taking into account the interests of the shareholders and the employees as well as the public interest. Members of the Executive Board are appointed by the Supervisory Board.

Currently, the Executive Board consists of two members:

Name and functionAreas of responsibilityBornYear first 
appointed		Year current 
term expires
Georg Kapsch,
Chairman / CEO		Sales, Production, Finance, Legal, People Management, Marketing & Communications, Corporate Development, Investor Relations, "Environment, Social & Governance", Demand Management, Tolling Services195920022029
Alfredo Escribá Gallego,
Member / CTO		Technology & Platforms, Global Services, Software Excellence, Product Management, Application Centers Tolling and Traffic, Corporate Information & Management Systems, Supply Chain Management196920192029

Please note: The members of the Executive Board currently do not hold any shares or share options in the company.

Mag. Georg Kapsch, Chief Executive Officer (CEO)
Georg Kapsch joined the Kapsch Group in 1982 and has since worked in various areas of the Group. Mr. Kapsch graduated in business administration from the Vienna University of Economics and Business.

Within the Kapsch Group, Georg Kapsch has been since

  • July 1989: Member of the Executive Board and since October 2001 CEO of Kapsch Aktiengesellschaft (today a sister company of Kapsch TrafficCom AG)
  • October 2000: CEO of KAPSCH-Group Beteiligungs GmbH (core shareholder of Kapsch TrafficCom AG)
  • November 2000: Managing Director of DATAX HandelsgmbH (parent company of KAPSCH-Group Beteiligungs GmbH)

In addition, Mr. Kapsch is a member of the Supervisory Board of Teufelberger Holding AG as well as a member of the Executive Boards of the Private Foundation Wunderer and the Tabor Private Foundation.

Alfredo Escribá Gallego, MSc, MBA, Member of the Executive Board (CTO)
Mr. Escribá is a Spanish citizen and lives in the USA. Prior to his appointment to the Executive Board in 2019, Mr. Escribá was Executive Vice President responsible for the Urban Traffic & Mobility Management Solution Center.

He joined Kapsch TrafficCom in the course of the acquisition of Schneider Electric’s transportation business in April 2016 and already had international experience in Spain, South America and North America as well as global responsibilities. Mr. Escribá holds university degrees (Master) from Universidad Politécnica de Madrid and Texas A&M University, as well as an MBA from Instituto Argentino de la Empresa in Buenos Aires.

Supervisory Board

Overview of the Supervisory Board of Kapsch TrafficCom:

NamePositionYear of birth     Year first appointedYear current term expires
Sonja Hammerschmid      Chairwoman196820212025
Monika BrodeyDeputy chairwoman196620232027
Sonja WallnerMember197120242028
Martin FellendorfMember196020242028
Christian WindischMember 119632002n/a
Robert KutscheraMember 119762023n/a

1)  Delegated by the works council, which may recall a member it has delegated at any time.

Dr. Sonja Hammerschmid is Head of Research and Development at GROPYUS AG and member of the Executive Board of the Leopold Museum Private Foundation (Privatstiftung). After an academic career, she took over leadership roles in the Innovation Agency and the Austria Promotional Bank (Austria Wirtschaftsservice, aws). From 2010 to 2016, Ms. Hammerschmid was the President of the University of Veterinary Medicine Vienna and, in 2016, also President of Universities Austria. In the same year, she entered politics as Federal Minister of Education. As a result of the parliamentary elections in 2017, Sonja Hammerschmid became a member of the opposition in the Austrian Parliament, from which she resigned in April 2021. Ms. Hammerschmid is a doctor of natural sciences from the University of Vienna. During her career, she was on the Supervisory Boards of Innovacell AG and “Kunsthalle Wien”.

Mag. Monika Brodey graduated in law from the University of Vienna followed by completing a tax and finance education including a service examination and fiscal audit training. She worked for a long period of time in the federal financial administration in various management positions as well as in the Association of Insurance Companies and in the Lower Austrian Insurance Company (Niederösterreichische Versicherung). As founder and managing director of businessguidance e.U., Ms Brodey has also been active as an entrepreneur since 2011. In addition, she has been involved in setting up the platform “Initiative Aufsichtsräte Austria” and completed the Governance Excellence Program for Supervisory Boards at the WU Executive Academy. Since 2012, Monika Brodey has also been a lecturer at Vienna University of Economics and Business in the department “Management for strategic generation management in practice”.

Sonja Wallner has been working for A1 Telekom Austria since 2000 and holding various management positions in finance since 2002, focusing on the development of controlling systems and projects to increase efficiency and value contribution as well as strategic corporate development. Since 2025, she has been CFO of A1 Telekom Austria AG. Since 2023, she has been CFO of the Telekom Austria Group and a member of the management of Telekom Finanzmanagement GmbH and Mobilkom Beteiligungs­gesellschaft mbH. She also holds supervisory board positions at Telekom Austria Personal­management GmbH, KSV1870, A1 Open Fiber GmbH, A1 Bulgaria, A1 Croatia, A1 Slovenia, A1 Serbia and A1 Macedonia and is a honorary founding member of the Zukunft Frauen Alumnae association.

Prof Martin Fellendorf studied industrial engineering at the University of Karlsruhe, where he obtained his doctorate in 1991. After completing his studies, he worked in management positions at PTV AG for 14 years, where he was responsible for the development and international distribution of traffic planning software. Since 2005, he is the head of the Institute of Highway Engineering and Transport Planning at Graz University of Technology, specializing in road traffic engineering, traffic management systems and traffic planning. In addition, Prof Fellendorf is the chairman of the Austrian Road-Rail-Transport Research Association, which issues national guidelines for the planning and construction of roads.

Ing. Christian Windisch has been working for the Kapsch Group since September 1984 and is currently employed in the area of quality assurance. He graduated from a Polytechnic Institute in Vienna with a degree in telecommunications and electrical engineering.

Robert Kutschera, DI-FH, has been working for Kapsch Group since July 2000 and for Kapsch TrafficCom since 2013. After graduating at Polytechnic Institute in Mödling and studying at the University of Applied Sciences Wiener Neustadt, he began his professional career at Kapsch CarrierCom AG (formerly AT - Austria Telecommunication). He gained several years of experience in setting up nationwide toll projects after changing to the (formerly called) Commercial Operations department. He currently works as Service Delivery Manager in the Operations department.

None of the persons mentioned above is a member of the Executive Board of a publicly listed company and simultaneously fulfils more than four appointments to Supervisory Boards in stock companies outside of the Group or occupies a position in one of the bodies of companies which are in competition with Kapsch TrafficCom AG. Sonja Wallner is CFO without formal Executive Board function of the publicly listed Telekom Austria AG and member of the Supervisory Board of its subsidiaries A1 Bulgaria, A1 Croatia, A1 Slovenia, A1 Serbia and A1 Macedonia. No other appointment to a Supervisory Board or comparable position in other publicly listed companies is exercised by one of the persons mentioned above.

The members of the Supervisory Board do not hold any shares or share options in the company.

Committees of the Supervisory Board

The Supervisory Board has appointed an Audit Committee and a Remuneration Committee.
 

Audit Committee

The Audit Committee consists of Sonja Wallner (Chairwoman and financial expert), Monika Brodey, and Christian Windisch.

Its duties are listed in Section 92 (4) AktG and Regulation (EU) No 537/2014. They include:

  • audit and preparation of the approval of the annual financial statements and the consolidated financial statements,
  • audit of the consolidated corporate governance report and the consolidated non-financial report,
  • handling of the risk management report in accordance with C-Rule 83 of the ÖCGK,
  • oversight of the audit process of the financial statements (consolidated financial statements audit) and the independence of the auditor (including assessment and approval of non-audit services),
  • preparation of a proposal for the distribution of dividends,
  • preparation of the report to the Annual General Meeting,
  • preparation of the proposal for the selection of the annual auditor (consolidated accounts auditor),
  • oversight of the accounting process as well as the effectiveness of the internal control system and the risk management system.

Remuneration Committee

The Remuneration Committee is composed of Sonja Hammerschmid (Chairwoman) and Sonja Wallner. This committee is in charge of the content of the service contracts (including remuneration) of the members of the Executive Board and is authorized to make decisions to this extent. The appointment or termination of the appointment of Executive Board members is not part of its remit.

Remuneration of the Executive Board and Supervisory Board of Kapsch TrafficCom

Remuneration policy

At its meeting of June 18, 2024, the Supervisory Board adopted the Remuneration Policy for the Executive Board and the Supervisory Board as proposed by the Committee for Executive Board Matters. On September 4, 2024, at the ordinary Annual General Meeting, 98.29% of the represented share capital (73.54%) approved the presented remuneration policy. The result has the character of a recommendation and cannot be contested. Thereafter, the Remuneration Policy shall be presented to the Annual General Meeting at least every fourth financial year for a vote.

Remuneration policyRemuneration policy

Remuneration of the Executive Board and Supervisory Board

It should be noted that the remuneration paid to members of the Supervisory Board must be set at the Annual General Meeting.

Information on the remuneration of the members of the Executive Board and the Supervisory Board in the 2023/2024 financial year is included in the Remuneration Report 2023/24. The upcoming remuneration reports will be available in our Download Center.

Remuneration reportRemuneration report

Diversity

A key focus of Kapsch TrafficCom in the area of diversity is the collaboration between men and women. Various measures to promote the advancement of women within the Group shall lead to an increasing number of women in management positions.

Goal: By 2028, at least 30% of all Kapsch TrafficCom managers in all geographical regions should be female. 

Women on the Supervisory Board and Executive Board of Kapsch TrafficCom

Kapsch TrafficCom does not have a specific plan for the appointment of women in the Executive Board, Supervisory Board, and other executive functions.

The fact is that every person is considered for a management position at Kapsch TrafficCom if

  • their professional and social skills are convincing,
  • they have sufficient experience,
  • he or she is a team player.

For appointment/reappointment to the Executive Board, the candidate must not be older than 65 years of age. For the Supervisory Board, this age limit is 75 years.

Religion, gender, sexual orientation, pregnancy, ethnicity, skin color, age, or physical limitations do not play a role.

Women in leadership positions

In the 2023/24 financial year, there were no women on the Executive Board of Kapsch TrafficCom. As of March 31, 2024, a total of eleven persons at Kapsch TrafficCom AG had power of attorney, two of whom were women.

Articles of Association and Code of Conduct

The Articles of Association in their current version (September 6, 2023) are available for download:
> Kapsch TrafficComAG Articles of Association

The Code of Conduct contains the fundamental principles, guidelines, and recommendations for ethical, moral, and legally correct decision making and behavior of all employees of Kapsch.
> Code of Conduct of the KAPSCH Group

Notifications on shareholdings

Notifications of changes in major shareholdings must be made if, as a consequence of an acquisition, disposal or other transaction, the proportion of voting rights of an issuer reaches, exceeds or falls below a threshold of:
4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% or 90%.

You can find the corresponding form here:

FormForm

Overview of all notifications on shareholdings:

from 2016:

Notification pursuant to Section 93 of the Austrian Stock Exchange Act until 2015:

See all
  • 9. July 2015
    Notification

    Vienna, on July 9, 2015  – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that The Bank of New York Mellon Corporation and its subsidiaries/affiliates have crossed above the threshold of 5% in voting rights on July 6, 2015, and now hold 697,018 shares (5.36% of voting rights) in Kapsch TrafficCom AG. The name of the shareholders are The Bank of New York Mellon Corporation, The Bank of New York Mellon, The Bank of New York Mellon SA/NV and BNY Mellon Service Kapitalanlage-Gesellschaft mbH. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

    Read the full article
  • 11. May 2015
    Notification

    Vienna, on May 11, 2015  – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that The Bank of New York Mellon Corporation and its fellow subsidiaries and affiliates have crossed above the threshold of 4% in voting rights on May 7, 2015, and now hold 532,629 shares (4,10% of voting rights) in Kapsch TrafficCom AG. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 5. December 2014
    Notification

    Vienna, on December 5, 2014 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that Schroders plc and its fellow subsidiaries and affiliates have crossed below the threshold of 4% in voting rights on 3 December 2014 and now hold 509,300 shares (3.918% of voting rights) in Kapsch TrafficCom AG. These shares are held in portfolios managed by Schroders plc and its fellow subsidiaries and affiliates on a discretionary basis for clients under investment management agreements. Schroders Plc is the parent company of Schroder Administration Limited which is the ultimate holding company for all of Schroders legal entities. This holding is held across two legal entities: Schroder Investment Management Limited holding 1.462% (190,000 shares) and Schroder Investment Management North America Limited holding 2.456% (319,300 shares). The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 7. March 2014
    Notification

    Vienna, on March 7, 2014 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that Schroders plc and its fellow subsidiaries and affiliates have crossed above the threshold of 4% in voting rights on 5 March 2014 and now hold 524,444 shares (4.034% of voting rights) in Kapsch TrafficCom AG. These shares are held in portfolios managed by Schroders plc and its fellow subsidiaries and affiliates on a discretionary basis for clients under investment management agreements. Schroders Plc is the parent company of Schroder Administration Limited which is the ultimate holding company for all of Schroders legal entities. This holding is held across two legal entities: Schroder Investment Management Limited holding 1.742% (226,444 shares) and Schroder Investment Management North America Limited holding 2.292% (298,000 shares). The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 24. May 2013
    Notification

    Vienna, on May 24, 2013 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate holdings of The Capital Group Companies Inc., the parent company of Capital Research and Management Company, as of May 21, 2013 was 483,552 shares, or 3.72% of Kapsch TrafficCom AG´s outstanding voting shares and thus fell below the threshold of 4% of voting rights again. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

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  • 1. March 2013
    Notification

    Vienna, March 1, 2013 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate shareholding of funds managed by Capital Research and Management Company as of February 21, 2013 was 542,493 shares, or 4.17% of Kapsch TrafficCom AG´s outstanding voting shares and thus exceeded the threshold of 4% of voting rights. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

    Read the full article
  • 14. February 2012
    Notification

    Vienna, February 14, 2012 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate shareholding of funds managed by Capital Research and Management Company as of February 8, 2012 was 533,561 shares, or 4.10% of Kapsch TrafficCom AG´s outstanding voting shares and thus fell below the threshold of 5% of voting rights. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

    Read the full article
  • 27. September 2011
    Notification

    Vienna, September 27, 2011 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate shareholding of funds managed by Capital Research and Management Company as of September 23, 2011 was 653,561 shares, or 5.03% of Kapsch TrafficCom AG´s outstanding voting shares and thus exceeded the threshold of 5% of voting rights. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.

    Read the full article

Managers' transactions

Declarations regarding managers' transactions ("directors' dealings") by executives up to and including July 2, 2016 are available in the directors’ dealings database of the Austrian Financial Market Authority:

Directors’ Dealings (only DE)Directors’ Dealings (only DE)

Since July 3, 2016, the following managers' transactions were concluded:

  • KAPSCH-Group Beteiligungs GmbH acquired 822,783 shares in Kapsch TrafficCom AG in the course of a capital increase against contributions in kind (receivables against Kapsch TrafficCom AG) at a price of EUR 9.00 per share. Place of transaction: outside a trading venue. Date: 2023-11-21, UTC +1
  • KAPSCH-Group Beteiligungs GmbH pledged 8,227,831 shares of Kapsch TrafficCom AG. The price is not numberable. Place of transaction: outside a trading venue. Date: 2023-04-27, UTC +2
  • KAPSCH-Group Beteiligungs GmbH pledged 3,250,001 shares of Kapsch TrafficCom AG. The price is not numberable. Place of transaction: outside a trading venue. Date: 2023-01-05, UTC +1
  • Andreas Hämmerle (member of the Executive Board, CFO) sold 2,600 shares of Kapsch TrafficCom AG at an average price of EUR 15.17 per share. Market: WIENER BOERSE AG, XWBO. Date: 2021-12-01, UTC +1
  • Traditio-Privatstiftung, a legal person associate to Mag. Georg Kapsch (Chief Executive Officer of Kapsch TrafficCom AG), takes over a share in DATAX HandelsgmbH with a nominal value of EUR 6,056.07 (approximately 16.67% of the share capital), which is transferred from ALUK Privatstiftung to Traditio Privatstiftung in the course of a demerger. DATAX HandelsgmbH currently holds 8,227,831 shares in Kapsch TrafficCom AG through its wholly-owned subsidiary KAPSCH Group Beteiligungs GmbH. A price for Kapsch TrafficCom AG was not determined as the subject matter of the transaction is the transfer of shares in Kapsch BusinessCom AG. Date: 2021-10-21, UTC +2
  • Andreas Hämmerle (member of the Executive Board, CFO) acquired 2,600 shares of Kapsch TrafficCom AG at an average price of EUR 14.7576 per share. Market: WIENER BOERSE AG, XWBO. Date: 2021-07-02, UTC +2
  • KAPSCH-Group Beteiligungs GmbH acquired 1,304 shares in Kapsch TrafficCom AG at a price of EUR 39.68 per share. Place of transaction: outside a trading venue. Date: 2016-12-01, UTC +1
  • KAPSCH-Group Beteiligungs GmbH acquired 228 shares in Kapsch TrafficCom AG at a price of EUR 36.83 per share. Place of transaction: outside a trading venue. Date: 2016-09-06, UTC +2

ISIN Kapsch TrafficCom AG share: AT000KAPSCH9
LEI of Kapsch TrafficCom: 529900PD3SI453KAW989

Kapsch TrafficCom AG declares its voluntary commitment to the Austrian Code of Corporate Governance (ACCG) as amended in January 2023.

ACCG 2023ACCG 2023

In the 2023/24 financial year, Kapsch TrafficCom AG complied with all L-rules and C-rules of the ACCG in the version of January 2023, with the following exception:

C-rule 39 – The Remuneration Committee has two members, of which only one member, and thus half and not the majority, is independent. However, decisions are taken unanimously and it is intended to reorganize the composition of the Remuneration Committee.

Downloads

Corporate governance reports:
2023 / 242023 / 242022 / 232022 / 232021 / 222021 / 22
2020 / 212020 / 212019 / 202019 / 202018 / 192018 / 19
2017 / 182017 / 182016 / 172016 / 172015 / 162015 / 16
2014 / 152014 / 152013 / 142013 / 142012 / 132012 / 13
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