Corporate governance
 
Binder+Co AG is a joint stock company according to Austrian law. As a consequence
the company and its bodies are subject to the statutes of the Austrian Corporations Act. 
 
Above and beyond the legal statutes, since its admission to regulated OTC trading in July 2007, Binder+Co AG has adhered to the recommendations made in the current Austrian Corporate Governance Code. 
 
All Legal Requirements (L), the majority of the Comply or Explain Rules (C) and most of the Recommendations (R) are being fulfilled.  The following list contains all those regulations
that are either not adhered to, or only with small deviations, due to the fact that in view of the current size of the company, strict adherence would (at present) serve no purpose.  
 
Pursuant to Article 16 (C) the Management Board should consist of several persons and
have a chairperson. The Management Board of the company consists of two members
with equal rights and up to now, the appointment of a chairperson has been waived.   
 
Pursuant to Article 18 (C) a company should install an internal auditing department.
The company does not have an internal auditing department, but seeks to meet this requirement in a cost-efficient manner through the examination of the half-year interim
report (Limited Review) by a firm of auditors.
 
Pursuant to Article 30 (C) information concerning the overall basic and performance-related salary payments made to the Management Board, especially with regard to the principles
and criteria applied in connection with profit sharing, are to be revealed in the Annual Report.
Management Board profit sharing is based on the result from ordinary business activities
and contains a component derived from the level of equity.
In 2007, the salaries paid to the Binder+Co AG Management Board totalled EUR 358k
(2006: EUR 377k). The fixed part amounted to EUR 293k, the variable part to EUR 65k.
 
Pursuant to Article 38 (C) the articles shall stipulate an age limit for members of the Management Board. No age limit is contained in the current version of the company articles. 
 
Pursuant to Article 39 (C) a company shall install committees in order to raise the efficiency
of the Supervisory Board. Apart from the mandatory accounts committee, which consists of
all the members of the Supervisory Board and a Human Resources Committee, comprised
by the Supervisory Board presidium, the company has not created any other committees.   
 
With regard to Articles 41 and 43 (C) the company invokes the exemption clause,
which states that in the case of a Supervisory Board with no more than six members
(including the employee representatives), the nomination respectively the compensation committee can be formed by the entire Supervisory Board.
 
Pursuant to Article 49 (C) contracts with the members of the Supervisory Board are
to be published.
In this connection, legal advice to the company is provided partially by a group legal practice
of which Dr. Kurt Berger, who is a member of the Supervisory Board, is a partner. In 2007,
the company received an order volume in excess of EUR 35,000 (the consultant cost limit beyond which approval is required) for the first time.
 
Pursuant to Article 51 (C) the remuneration scheme for Supervisory Board members is
to be published in the Annual Report. In 2007, all the members of the Supervisory Board waived their rights to remuneration for their activities.   
 
Pursuant to Article 53 (C) the Annual Report should show which members of the Supervisory Board can be classified as independent on the basis of criteria drawn up by the Board itself. Accordingly, all the active members of the Supervisory Board can be regarded as independent.