Supervisory Board

The Supervisory Board has defined the criteria that constitute independence (resolutions dated March 21, 2006, and March 25, 2009). In addition to the guidelines set out in Annex 1 of the ACCG, the Supervisory Board has established the following criteria with regard to its members elected by the General Meeting:

• A Supervisory Board member shall not serve on the Executive Board of an OMV Group company.
• A Supervisory Board member shall not hold stock options issued by the Company or any affiliated company, or receive any other performance-related remuneration from an OMV Group company.
• A Supervisory Board member shall not be a shareholder with a controlling interest in the meaning of EU Directive 83/349/EEC (i.e. an interest of more than 50% of the voting rights or a dominant influence, e.g. through the right to appoint Board members) or represent such a shareholder.

All members elected by the General Meeting except Helmut Draxler and Herbert Werner, with regard to the duration of their terms, have declared their independence from the Company and its Executive Board during the 2019 financial year and up to the time of making such declarations (C-rule 53 of the ACCG). Under C-rule 54 of the ACCG, Peter Löscher, Wolfgang C. Berndt, Elif Bilgi Zapparoli, Stefan Doboczky, Helmut Draxler, Marc H. Hall, Karl Rose, Elisabeth Stadler, Christoph Swarovski, Cathrine Trattner, Gertrude Tumpel-Gugerell and Herbert Werner have made declarations to the effect that they were not shareholders with a stake of more than 10% or represented such shareholders’ interests during the financial year 2019 and up to the time of making such declarations. Peter Löscher, Marc H. Hall and Gertrude Tumpel-Gugerell were nominated for election as Supervisory Board members by the nomination committee of Österreichische Bundes- und Industriebeteiligungen GmbH (“ÖBIB”) ¹ and, subsequently (after being so proposed by the Presidential and Nomination Committee and the Supervisory Board), they were elected as Supervisory Board members. Wolfgang C. Berndt, Thomas Schmid, Stefan Doboczky, Karl Rose, Elisabeth Stadler, Christoph Swarovski and Cathrine Trattner were nominated for the election as Supervisory Board members by Österreichische Beteiligungs AG , which must comply with the strict independence and incompatibility criteria of the Austrian Corporate Governance Code when nominating or appointing persons as members of the Supervisory Boards of its affiliated companies and ensure that they exercise their activities on the Supervisory Boards of the affiliated companies independently of their own interests or those of legal entities closely associated with them.

¹ With effect from February 20, 2019 Österreichische Bundes- und Industriebeteiligungen GmbH was transformed into a joint-stock company (Aktiengesellschaft) and renamed Österreichische Beteiligungs AG.

The Supervisory Board fulfills its duties – in particular supervising the Executive Board and advising it on strategy – by discussing the Company’s situation and objectives during board meetings. Decisions are also taken at these meetings, except in urgent cases where resolutions can be taken by circular vote. Four committees ensures that best possible use is made of the Supervisory Board members’ expertise. Brief descriptions of these committees are given below (see also the Report of the Supervisory Board for an overview of the individual committees’ main activities in 2019). In 2019, eight meetings of the Supervisory Board and 24 Committee meetings were held. In several of these meetings, the Executive Board and the Supervisory Board discussed OMV strategy. With exception of Elif Bilgi Zapparoli, no member of the Supervisory Board attended fewer than half of the meetings.

Attendance of Supervisory Board and Committee meetings in 2019 was as follows:

Pursuant to C-rule 36, the Supervisory Board shall discuss the efficiency of its activities annually,in particular its organization and work procedures (self-evaluation). In the 2019 financial year, the Supervisory Board initiated a thorough self-evaluation of its activities with external support, the results of which will be extensively discussed within the Supervisory Board in the first half of 2020.

Presidential and Nomination Committee

This committee is empowered to take decisions on matters of urgency. The Supervisory Board may transfer other duties and powers of approval to the Presidential and Nomination Committee on an ad hoc or permanent basis. In its capacity as the Nomination Committee, this body makes proposals to the Supervisory Board for the appointment or replacement of Executive Board members and deals with succession planning. It also makes recommendations to the General Meeting for appointments to the Supervisory Board. There were eight meetings of the Presidential and Nomination Committee in 2019, in which discussions focused on Executive and Supervisory Board matters.

Audit Committee

This committee performs the duties established by section 92 (4a) Stock Corporation Act. The committee held seven meetings during the year. It pre-dominantly dealt with preparations for the audit of the annual financial statements, a review of the auditors’ activities, internal audit, the internal control and risk management systems, as well as the presentation of the annual financial statements. Gertrude Tumpel-Gugerell is the financial expert on the Audit Committee in the meaning of section 92 (4a) (1) Stock Corporation Act.

Auditors

The Supervisory Board monitors the auditors’ independence and reviews a breakdown of the audit fees and fees for additional services besides auditing activities. In 2019, the auditors Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. (including their network in the meaning of section 271b Code of Commerce) received EUR 3.15 mn for the annual audit, EUR 0.71 mn for other assurance services, EUR 0.09 mn for tax advisory services and EUR 0.29 mn for other engagements.

Portfolio and Project Committee

This committee supports the Executive Board in preparing complex decisions on key issues where necessary and reports on these decisions and any recommendations to the Supervisory Board. In 2019, three meetings of the Portfolio and Project Committee were held.

Remuneration Committee

This committee deals with all aspects of the remuneration of Executive Board members and with their employment contracts. The committee’s membership does not include employee representatives. The committee is empowered to conclude, amend and terminate Executive Board members’ employment contracts and to take decisions on the awarding of bonuses (variable remuneration components) and other such benefits to them. The Remuneration Committee met six times during 2019. Executive Board members were invited to attend parts of some of the meetings of the Remuneration Committee.

hkp/// group was appointed by the Remuneration Committee and provided remuneration advice to the Committee, which included the development of remuneration benchmarks with comparable companies, advice on the appropriate structure and level of Executive Board compensation in line with regulatory requirements and market practice as well as support for the development of the remuneration policy.

In 2019 hkp/// group was also appointed by OMV and by OMV Petrom. They provided advice to OMV, in relation to governance processes between OMV and OMV Petrom, and to OMV Petrom, in relation to remuneration issues of Executive and Supervisory Board members of OMV Petrom. hkp/// group did not advise the OMV Executive Board in matters relating to remuneration, ensuring independence with respect to the Austrian Code of Corporate Governance.

Conflicts of interest and dealings by members of the Supervisory Board requiring approval

There were no transactions requiring approval in accordance with section 95 (5) (12) Stock Corporation Act. The Internal Rules of the Supervisory Board contain detailed procedures for the treatment of conflicts of interest on the part of Supervisory Board members.

In accordance with the Articles of Association, the AGM resolves the remuneration of the Supervisory Board members elected by the General Meeting for the previous financial year. The 2019 AGM adopted the remuneration scale for the 2018 financial year as shown in the table below.

The amounts for the 2018 financial year were disbursed to the Supervisory Board members concerned in 2019; these were exclusive of expenses (travel and attendance expenses).

In 2019, the Supervisory Board members’ remuneration (for the 2018 financial year and including reimbursement for withholding tax as applicable) amounted to EUR 0.51 mn, attendance expenses for EUR 0.10 mn and travel expenses for EUR 0.14 mn.

The Group works council holds regular meetings with the Executive Board in order to exchange information on developments affecting employees. Furthermore, the Group works council has made use of its right to delegate members to the Supervisory Board (one employee representative for every two members elected by the General Meeting). Therefore, out of the 15 Supervisory Board members, five members are employee representatives.

• General Meeting: An Extraordinary General Meeting must be convened at the request of shareholders holding not less than 5% of the shares.
• Agenda items must be included at the request of shareholders holding not less than 5% of the shares.
• Shareholders holding not less than 1% of the shares may submit resolution proposals onall agenda items. Such resolution proposals must be posted on the website upon request of the respective shareholders.
• Shareholders holding not less than 10% of the shares may require an extraordinary audit in the event of grounds for suspicion of irregularities, or gross violations of the law or the Articles of Association.
• All shareholders having duly provided evidence of their shareholding are entitled to attend General Meetings, ask questions and vote.
• Election of the Supervisory Board: If elections for two or more positions to the Supervisory Board are held at the same General Meeting, separate votes must be held for each position. If elections for three or more seats on the Supervisory Board are held at the same General Meeting, and if prior to the vote on the last position to be assigned it is found that at least one-third of all the votes have been cast in favor of the same person but he or she has not been elected, then this person must be declared as Supervisory Board member.