An Austrian Joint Stock Corporation is legally represented by its Executive Board (“EB”). The EB is entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, the EB runs the business of the Company by making all management decisions. The Shareholders of the Company are not entitled to give instructions to the EB.

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Division of Duties: In general, the EB members are entitled to jointly represent the Company. Such power of representation cannot be limited vis-à-vis third parties. The Articles of Association (“AoA”) may also provide for joint representation of the Company by an EB member together with an authorized representative (in German: “Prokurist”). However, at least one EB member must be entitled to represent the Company independently from an authorized representative. Moreover, the AoA may provide for single power of representation of each (or just some) EB member(s). Internally, each EB member may be assigned a specific area of responsibility (e.g. every day business, finances etc.). Even then, however, every member stays obliged to supervise the actions of all others in order to prevent untenable management decisions.

Composition: The EB consists of at least one member and no maximum applies. In some business areas (e.g. banking), however, at least 2 EB members must be appointed. The EB members need to be natural persons with full legal capacity. The Supervisory Board (“SB”) is entitled to appoint a Chairman of the EB who is vested with a casting vote (in German: “Dirimierungsrecht”).

Appointment/Dismissal Competence: The EB members are appointed by the SB of the Company (single majority vote). They can only be appointed for a maximum term of 5 years. After the lapse of any member´s term of office, such member may be appointed anew, provided that the reappointment is confirmed by the Chairman of the SB in writing. Before the lapse of his/her term of office, an EB member may only be dismissed in case of existence of an important reason (i.e. violation of his/her duties, inability to perform his/her duties, justified vote of no‑confidence by the Shareholders of the Company). The respective dismissal competence lies with the SB (simple majority vote).

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Austria on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Cerha Hempel Spiegelfeld Hlawati Partnerschaft von Rechtsanwälten before actually changing any board members in Austria.