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Corporate Governance and Remuneration

The term corporate governance implies the responsible management and control of a company aimed at achieving long-term growth in value.

Central guidelines

Trusting and efficient cooperation of the various corporate bodies, protection of shareholder interests, and open and transparent communication are the central guidelines for Raiffeisen Bank International in implementing modern corporate governance.

As a company listed on the stock exchange, Raiffeisen Bank International is committed to the principles of good and responsible corporate governance as set forth in the Austrian Corporate Governance Code and agrees to comply with them.

These remarks on compliance with the Code refer to the new version of the Austrian Corporate Governance Code of January 2023.

Transparent information policy

Open and transparent communication with shareholders and the interested public is a special concern of Raiffeisen Bank International. We therefore offer extensive information on our website:

Ad hoc announcements, press releases, and IR mailings

Stock data: Share price chart and information

Ordering and e-mail service: Requesting printed materials and joining the investor relations mailing list

Financial reports: Interim and annual reports

Financial calendar: Report publication dates and the annual meeting and dividend payment dates

Directors’ dealings

Articles of Association of Raiffeisen Bank International as PDF to download

Facts and figures: Strategy, shareholder structure and data overview

Illustration Book

Declaration of conformity

RBI attaches great importance to responsible and transparent business management in order to maintain the understanding and confidence of its various stakeholders – not least capital market participants. Hence, RBI is committed to adhering to the Austrian Corporate Governance Code (ACGC or “the Code”) as laid out in the version dated January 2023.

Declaration of conformity

Transparency is a key corporate governance issue and is therefore of particular importance to RBI. This Corporate Governance Report is structured according to the legal guidelines contained in § 243c of the UGB and is based on the structure set forth in Appendix 2a of the ACGC.

The ACGC is subdivided into L, C and R Rules. L Rules are based on compulsory legal requirements. C Rules (Comply or Explain) should be observed; any deviation must be explained and justified in order to ensure conduct that complies with the Code. R Rules (Recommendations) have the characteristics of guidelines; non-compliance does not need to be reported or justified.

RBI deviates from the C Rules below, however complies with the Code through the following explanations and justifications:

RBI attaches great importance to its sustainability performance and strives to continuously improve it with the involvement of all relevant stakeholder groups – also including its customers. Only in this way it is possible for us to continue to operate successfully in a sustainable manner in the future.

For this reason, we conducted an online stakeholder survey in autumn 2020. More than 4,000 internal and external stakeholders from Austria and the CEE countries in which RBI operates, were invited. The high response rate of 18 percent demonstrates the high level of interest in the survey content.


C rule 45: Non-competition clause for members of the supervisory board

RBI AG is the central institution of the Raiffeisen Banking Group Austria (RBG). Within RBG, RBI serves as the central institution of the regional Raiffeisen banks and other affiliated banks. Some members of the Supervisory Board in their function as shareholder representatives therefore also hold executive roles in RBG banks. Consequently, comprehensive know-how and experience specific to the industry can be applied in exercising the control function of the Supervisory Board, to the benefit of the company.

C rule 52a: The number of members of the supervisory board (without employee representatives) shall be ten at most

The Supervisory Board currently consists of 12 members, nine core shareholder representatives for the RBG and three free float representatives. This increased number of members was based on a resolution passed by the Annual General Meeting on 22 June 2017. It provides the Supervisory Board with additional industry knowledge, more diversity, and further strengthens its ability to exercise its control function.

Visit Austrian Working Group for Corporate Governance website to learn more

Remuneration report

Report on the remuneration of the members of the Management Board and the Supervisory Board of Raiffeisen Bank International AG in the 2021 financial year.

More topics

Remuneration policy

The remuneration policy was adopted by the Annual General Meeting on 20 October 2020, with 99.21 per cent of valid votes cast.

Articles of Association

Articles of association

You can download the Articles of Association of Raiffeisen Bank International as amended by resolution of the Extraordinary General Meeting on 21 November 2023.

Management board

The Management bodies of RBI consist of:

  • Management Board
  • Supervisory Board
  • Annual General Meeting

Criteria for Independence

The Supervisory Board of Raiffeisen Bank International stipulates following criteria for the independence of Supervisory Board members of the Company according to Rule 53 of the Austrian Corporate Governance Code. All members of the Supervisory Board meet the criteria applying to the independence of Raiffeisen Bank International's Supervisory Board members.

  • The supervisory board member shall not have served as member of the management board or as management-level staff of the company or one of its subsidiaries in the past five years.
  • The supervisory board member shall not maintain or have maintained in the past year any business relations with the company or one of its subsidiaries to an extent of significance for the member of the supervisory board. This shall also apply to relationships with companies in which a member of the supervisory board has considerable economic interest. The approval of individual transactions by the supervisory board pursuant to L-Rule 48 does not automatically mean the person is qualified as not independent.
  • The exercise of functions within the Group or the mere exercise by a supervisory board member of duties as a member of the board of management or as a managing director shall not result in the relevant enterprise being considered an “enterprise in which the supervisory board member has a substantial economic interest” unless the circumstances give reason to believe that the supervisory board member draws a person benefit from such enterprise.
  • The supervisory board member shall not have acted as auditor of the company or have owned a share in the auditing company or have worked there as an employee in the past three years.
  • The supervisory board member shall not be a member of the management board of another company in which a member of the management board of the company is a supervisory board member.
  • A supervisory board member may not remain on the supervisory board for more than 15 years. This shall not apply to supervisory board members who are shareholders with a direct investment in the company or who represent the interests of such a shareholder.
  • The supervisory board member shall not be a closely related (direct offspring, spouses, life partners, parents, uncles, aunts, brothers and sisters, nieces, nephews) of a member of the management board or of persons who hold one of the aforementioned positions.

Statement on elections to the supervisory board in connection with voting rights recommendations

Some companies, that advise their clients in connection with voting rights, have been critical of the proposals for the agenda item "Elections to the Supervisory Board". To this end, the following should be added:



We want to point out that RBI fully complies with all European and Austrian legal provisions with regard to proposed election of Supervisory Board members.

Add-on of the annual general meeting on march 31

RBI as credit institution is subject to strict independence requirements for the composition of the Supervisory Board as well as for individual members of the Supervisory Board and its committees as provided for in the Austrian Banking Act. These requirements are based on the corporate governance rules established by EU law and the banking supervision authorities.

With the proposal for re-election of Heinrich Schaller, Rudolf Könighofer, Peter Gauper, Birgit Noggler and Eva Eberhartinger, and the new election of Michael Höllerer and Michael Alge, all legal and regulatory requirements for independent members of the Supervisory Board will continue to be met and the composition of the Supervisory Board will continue to comply with the independence rules provided for in the Austrian Corporate Governance Kode

The proposed election of the Supervisory Board members for a term of five year is in full compliance with Austrian law, market standards in Austria and the Austrian Corporate Governance Kodex.

The Supervisory Board composition of RBI is subject to a comprehensive set of collective and individual suitability (Fit & Proper) criteria for the Supervisory Board of a credit institution as provided for in the Austrian Banking Act and legal and regulatory guidelines of the banking supervision authorities in compliance with EU law. In particular, members of the Supervisory Board must have up-to-date understanding of the business of the credit institution and its risks and have sufficient knowledge, skills and experience to fulfil their functions. A five-year board term ensures continuity and enhances the experience and knowledge of the individual Supervisory Board members on RBI´s and RBI Group´s business and related risks. Thus, the proposal to elect the Supervisory Board members for the maximum term permissible according to Austrian law, complies with and supports the strict legal and regulatory suitability requirements of the banking sector.

RBI duly fulfills all legal and regulatory requirements on gender diversity.

According to sec. 86 para. 7 of the Austrian Stock Corporation Act, the Supervisory Board of RBI must consist of at least 30% women and 30% men. The total number of eighteen Supervisory Board members results in a minimum quota requirement of five women, as the law provides for that when calculating the minimum number based on the total number of supervisory board members, the result shall be rounded to a full number of supervisory board members, and the law further clarifies that the result shall be rounded up only, if the calculated minimum proportion has a decimal place of at least five (the latter is not the case).

With the proposal for re-election of Heinrich Schaller, Rudolf Könighofer, Peter Gauper, Birgit Noggler and Eva Eberhartinger, and the new election of Michael Höllerer and Michael Alge, the minimum quota requirement pursuant to sec. 86 para. 7 of the Austrian Stock Corporation Act, will continue to be fulfilled, as the Supervisory Board will still consist of five women.

Article 19 market abuse regulaton (MAR)

Sastanak grupe ljudi na temu novčanih tržišta

Mangers' transactions reportable pursuant

A list of reportable managers' transactions of the members of the Management Board and Supervisory Board, as well as persons closely associated with them, which were executed until 02.07.2016 (i.e. prior to the new provisions of MAR becoming effective) can be accessed via the Financial Market Authority's website under the following link.

Stock exchange para. 75a

Please find a list of documents which we have published according to Stock Exchange Act Paragraph 75a. This legal obligation was repealed by 01/01/2013.

Code of conduct pursuant to ART.7 Austrian lobbyg

Learn more about our code of conduct.

Publications pursuant to sec., 65a of the Austrian banking act (BWG)

Publications concerning Corporate Governance and Remuneration pursuant to sec. 65a BWG