Following an international trend, the Austrian Task Force for Corporate Governance formulated the Austrian Corporate Code in 2002. This defines the basic principles of corporate management, as a code of practice for public limited companies.
 
The code is a set of rules, to which companies submit on a voluntary basis. The code contains internationally conventional standard for corporate management, as well as the relevant regulations of the Austrian share, stock exchange and capital market law.
 
It attains – as a code of practice – validity, not by means of statutory law, but rather, the voluntary self-commitment of the companies.
 
The Austrian Corporate Governance Code encompasses three categories of rules:

	1. Legal Requirements (L) Rules that are based on compulsory legal regulations
	2. Comply or Explain (C) Rules that should be complied with/a deviation from these must be explained and justified
	3. Recommendations (R) Rules with a recommendation character, non-compliance must neither be disclosed nor justified

The code represents a joint initiative by representatives of the Institute of Austrian Public Certified Accountants (IWP), the Austrian Society for Financial Analysis and Asset Management (ÖVFA), the issuers, the investors, the Vienna Stock Exchange and science. UIAG was involved in preparation of the code, within the context of two public posting periods, by providing recommendations and comments.
 
UIAG regards the Corporate Governance Code as being a significant contribution to strengthening the financial centre of Vienna and it  commits to comply with this code. It represents an important means for creating transparent and responsible management and control of companies, for the benefit of all shareholders, aimed at sustainable value enhancement. The implementation of and compliance with the code will enhance and promote the confidence of shareholders, customers, employees, suppliers, media representatives and the business community as a whole in our Company.
 
The Board of Management, as well as the Supervisory Board and all employees of UIAG are obliged to comply with this code. You can read/download the full Corporate Governance Code here (only available in German).

Deviations from category C "Comply or Explain" of the Corporate Governance Codex in business year 2010/11:
 

	Rule 18:  As the company is not large enough, it does not comply with the rule of setting up a separate internal auditing functional unit.
	Rule 26:  As Stefan Pierer is the Chief Executive Officer and owns part of CROSS Industries AG, three supervisory board seats (chairs) are required in stock corporations that do not belong to the group, but are attributed to the CROSS - Group (status as per 30 September 2011).As Rudolf Knünz owns part of CROSS Industries AG, four supervisory board seats (of which two chairs) are required in stock corporations that do not belong to the group, but are attributed to the CROSS - Group (status as per 30 September 2011).
	Rule 30 and 31:  This rule is not complied with, as the publication of the total Management Board remuneration broken down into fixed and variable parts is deemed adequate information for the shareholders.
	Rule 39, 40 and 41:  Due to the reorganisation of the Supervisory Board ion FY 2009/10 the Supervisory Board of UIAG consists of 3 members only. Therefore the setup of an audit committee is not required; the matters of the audit committee are discussed within the whole Supervisory Board (in accordance with rule 39). The setting up of additional committees would not improve the efficiency of the Supervisory Board’s work
	Rule 48:  No contracts exist with Members of the Supervisory Board with regard to the provision of services for the company, for a remuneration not of minor value for the Supervisory Board member.
	The company is advised on legal matters by Saxinger, Chalupsky & Partner Rechtsanwälte (SCWP). A partner in SCWP, Ernst Chalupsky works as an attorney and general manager. Consulting and other services, carried out by Saxinger, Chalupsky & Partner Rechtsanwälte GmbH, Wels were used on standard terms and conditions and approved by the Supervisory Board.
	The company is advised on legal matters by Haslinger/Nagele & Partner Rechtsanwälte GmbH, Linz. A partner in Haslinger/Nagele & Partner Rechtsanwälte GmbH, Linz, Norbert Nagele works as an attorney. Consulting and other services, carried out by Haslinger/Nagele & Partner Rechtsanwälte GmbH, Linz were used on standard terms and conditions and approved by the Supervisory Board.
	Rule 60: In business year 2010/11 UIAG had only one employee (30 September 2010: 1 employee).  Due to this fact currently no measures are taken to promote women to the managementboard, supervisory board and to top management positions
	Rule 83:  This rule is not complied with because company-specific risk management is geared to the interest and investment level and, given the holding function; investment-specific risk management is any case part of participation management.