[Last updated: 1 January 2024, unless otherwise noted]

Austrian provisions relating to corporate governance are set forth in the Austrian Code of Corporate Governance (ACCG) published by the Austrian Working Group for Corporate Governance. The ACCG covers the standards of good corporate management common in international business practice as well as the most important provisions of Austrian law relevant in this context. It is based on the provisions of Austrian corporation, securities and capital markets law, the EU recommendations on the tasks of supervisory board members and on the remuneration of directors, and on the principles set out in the OECD Principles of Corporate Governance.

Categories of rules defined in the ACCG include L-rules, which are rules that constitute mandatory legal requirements, C-rules, which are comply or explain rules, and R-rules, which are recommendations. C-rules must be complied with or any deviation must be explained and the reasons stated in order to be in compliance with the ACCG. Non-compliance with R-rules requires neither a disclosure nor an explanation by the company.

The ACCG primarily addresses Austrian listed companies including listed European Companies (Societas Europaea) registered in Austria. All Austrian companies listed on the Official Market must publish a declaration of their commitment to the ACCG and are required to provide a corporate governance report including an explanation of any deviations from the ACCG according to the prime market rules.

Companies listed on the VSE that are subject to the company law of another EU or EEA Member State are called on to commit themselves to adhere to a corporate governance code recognized in this economic area and to publish this commitment including a reference to the code complied with on their websites. Companies that are subject to the company law of a country that is not a member of the EU or EEA, and are listed on the VSE, are called on to commit themselves to comply with the ACCG. In this case non-mandatory L-rules of the ACCG are interpreted as C-rules.

In addition to the provisions of the ACCG, any foreign company listing through an Austrian joint stock corporation should familiarize itself with the numerous provisions in the Austrian Stock Corporation Act (Aktiengesetz) and the Austrian Business Code (Unternehmensgesetzbuch) that apply specifically only to listed companies. Most recent additions to this list of provisions include a prohibition for former members of the management board to be elected to the supervisory board during a cooling-off period of two years, unless at least shareholders holding 25% of the voting rights in the company consent.