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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

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Corporate Governance Reports

Please find more information on our corporate governance reports.

Download 2023 Report

External evaluation of the CG-Code

Download 2023 Report

Remuneration report

Report on the remuneration of the members of the Management Board and the Supervisory Board of Raiffeisen Bank International AG for the 2023 financial year.

Download 2023 Report

More topics

Remuneration policy

The remuneration policy was adopted by the Annual General Meeting on  April 4th 2024, with 89.23 per cent of valid votes cast.

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Articles of Association

Articles of association

You can download the Articles of Association of Raiffeisen Bank International as amended by resolution of the Annual General Meeting on 4 April 2024.

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Management board

The Management bodies of RBI consist of:

  • Management Board
  • Supervisory Board
  • Annual General Meeting
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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 the election to the supervisory board in connection with voting recommendations for the annual general meeting

Companies advising their clients on voting behavior at RBI’s annual general meeting have criticized the proposal regarding the agenda item “Election to the Supervisory Board.” We would like to explain that the proposed re-election of supervisory board member MMag. Martin Schaller complies with all applicable legal provisions and the Austrian Corporate Governance Code.

RBI, as a stock-listed company and credit institution, adheres to strict independence requirements for the composition of the supervisory board and its committees, as well as for individual members, in accordance with the Austrian Stock Corporation Act, Banking Act (AktG), and Corporate Governance Code.

The re-election proposal for MMag. Martin Schaller continues to meet all statutory independence requirements, and the overall composition of the supervisory board complies with all legal and regulatory independence regulations.

The proposed re-election of supervisory board member MMag. Martin Schaller for a term of approximately five years complies with Austrian stock corporation law and corresponds to Austrian market standards.

The composition of RBI’s supervisory board as a credit institution is subject to comprehensive collective and individual suitability criteria (Fit & Proper). In particular, supervisory board members must have a current and in-depth understanding of the credit institution’s business activities and risks, as well as sufficient knowledge, skills, and experience to fulfill their duties.

The proposal to elect supervisory board members for the maximum permissible term under Austrian law not only meets the stringent legal and regulatory suitability requirements of the banking sector but also ensures continuity in the supervisory board for a five-year term. This allows the entire supervisory board to benefit from the experience and knowledge of long-standing members regarding the nature, scope, and complexity of RBI’s business and risk structure.

According to the Austrian Corporate Governance Code, the annual general meeting must consider the professional and personal qualifications of supervisory board members, as well as a professionally balanced composition of the supervisory board in terms of the company’s structure and business areas. Aspects of diversity, including gender representation and age composition, have to be considered. Also in that aspect, RBI meets all legal and regulatory diversity requirements. 

The supervisory board of Raiffeisen Bank International AG currently consists of twelve members elected by the annual general meeting (capital representatives) and six members appointed by the works council in accordance with § 110 Arbeitsverfassungsgesetz. Of the twelve capital representatives, there are currently nine men and three women, and of the six employee representatives, there are four men and two women. Therefore, the supervisory board currently consists of thirteen men and five women, meeting the minimum quota requirement according to § 86 para 7 AktG.

The re-election proposal for Mr. MMag. Martin Schaller continues to comply with the minimum quota requirement according to § 86 para 7 AktG.

Article 19 market abuse regulaton (MAR)

Businesspeople standing and having a discussion in office corridor

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.

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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.

Download 2011 Report

Code of conduct pursuant to ART.7 Austrian lobbyg

Learn more about our code of conduct.

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

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

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