Corporate Governance

Commitment to the best Corporate Governance Practice

The members of the Intercell AG Supervisory Board and the Management Board are committed to managing the Company’s business operations transparently, according to high ethical standards and focused on long-term value creation.

We believe that good corporate governance has been the basis for the trust that we have gained from our investors, from institutions, and from our employees and that it will continue to strengthen this confidence in the future.

Compliance with the Austrian Code of Corporate Governance

In September of 2004, the Management and Supervisory Boards passed a Declaration of Compliance with the Austrian Code of Corporate Governance, which was issued by the Austrian Working Committee for Corporate Governance in September of 2002 and was updated several times since then. The Code in its current version can be viewed at www.corporate-governance.at (opens in a new window).

The Austrian Code of Corporate Governance sets standards of good corporate management that are common in international business practice and reflect the corporate governance recommendations of the European Commission. The Code includes mandatory rules and requirements, some of which can be found under relevant Austrian law, a set of comply-or-explain rules which are mandatory unless the relevant rules and reasons for non-compliance have been disclosed, and recommendations for which non-compliance does not have to be disclosed and explained.

Intercell AG complies with the Austrian Code of Corporate Governance with the following explicit limitations:

  • The Company has an established internal audit function, but because of the size of the Company, this is not a separate staff unit for internal auditing nor has this function been outsourced in accordance with Section 18 of the Code.
  • The Company’s Supervisory Board divided the Nomination, Compensation and Corporate Governance Committee into two committees in December 2008.  The Chairman of the Supervisory Board is the chairperson of the Nomination and Corporate Governance Committee; the Vice Chairman of the Supervisory Board is chairperson of the separate Compensation Committee in deviation from Section 43 of the Code. Our Vice Chairman of the Supervisory Board, Prof. Ernst Günter Afting, served as Chairman of the Board for many years and has remained the chairperson of the committee for compensation issues for purposes of continuity.

In some respects, the corporate governance principles of Intercell AG go even beyond the recommendations of the Code.

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Legal Corporate Constitution

Intercell is a stock corporation organized under Austrian law with its registered head offices in Vienna. The Austrian Stock Corporation Act together with Intercell's articles of association form the legal constitutional framework of the corporation.

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