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 ensure that the 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 2020). In 2020, eight meetings of the Supervisory Board and 19 Committee meetings were held. In several of these meetings, the Executive Board and the Supervisory Board discussed OMV’s strategy. No member of the Supervisory Board attended fewer than half of the meetings.
Attendance of Supervisory Board and Committee meetings in 2020 was as follows:
Attendance of Supervisory Board and Committee Meetings in 2020 1
|
|
|
|
|
|
Name |
SB |
PNC |
PPC |
AC |
RC |
Wolfgang C. Berndt 2 |
5/5 |
4/4 |
3/3 |
3/3 |
3/3 |
Mark Garrett 3 |
3/3 |
1/1 |
2/2 |
2/2 |
1/1 |
Thomas Schmid |
8/8 |
5/5 |
4/5 |
4/5 |
4/4 |
Alyazia Ali Al Kuwaiti |
6/8 |
4/5 |
3/5 |
4/5 |
4/4 |
Mansour Mohamed Al Mulla |
7/8 |
5/5 |
3/5 |
|
|
Stefan Doboczky |
6/8 |
|
3/3 6 |
|
|
Karl Rose |
8/8 |
|
4/5 |
|
|
Elisabeth Stadler |
7/8 |
|
|
4/5 |
|
Christoph Swarovski |
5/8 |
|
|
|
2/4 |
Cathrine Trattner |
8/8 |
|
|
5/5 |
|
Gertrude Tumpel-Gugerell |
8/8 |
|
|
5/5 |
4/4 |
Christine Asperger 4 |
3/6 |
2/4 |
|
|
|
Herbert Lindner |
8/8 |
1/1 7 |
5/5 |
5/5 |
|
Alfred Redlich 5 |
5/7 |
3/4 |
3/4 |
|
|
Angela Schorna |
7/8 |
1/1 7 |
1/1 7 |
5/5 |
|
Gerhard Singer |
7/8 |
|
5/5 |
4/5 |
|
Pursuant to C-rule 36, the Supervisory Board is tasked with discussing the efficiency of its activities annually, in particular its organization and work procedures (self-evaluation).
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 five meetings of the Presidential and Nomination Committee in 2020, in which discussions focused on Executive and Supervisory Board matters.
Audit Committee
This committee performs the duties established by section 92 (4a) Austrian Stock Corporation Act. The committee held five 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 within the meaning of section 92 (4a) (1) Austrian 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 2020, the auditors Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. (including their network within the meaning of section 271b Austrian Commercial Code) received EUR 3.57 mn for the annual audit, EUR 0.89 mn for other assurance services, EUR 0.10 mn for tax advisory services, and EUR 1.15 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 2020, five 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 make decisions on the awarding of bonuses (variable remuneration components) and other such benefits to them. The Remuneration Committee met four times during 2020. 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 elaboration of best practice comparisons with regard to Executive Board remuneration, 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 finalization of the remuneration policy.
In 2020 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 on the development and drafting of the Remuneration Policy for of the Executive and Supervisory Board of OMV Petrom. hkp/// group provided advise on the development of OMV’s Remuneration Report and supported the Remuneration Committee in discussion the Remuneration Policy. The consultant company 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) Austrian Stock Corporation Act. Attention is drawn to the fact that the Supervisory Board Members Mark Garrett, Stefan Doboczky, and Elisabeth Stadler are chairpersons of the executive boards of companies with which supply contracts and insurance and related contracts, respectively, were concluded under normal market and industry terms and conditions (including consideration). Although these contracts do not raise concerns in relation to a potential conflict of interest, related Supervisory Board approvals have been obtained. The Internal Rules of the Supervisory Board contain detailed procedures for handling conflicts of interest on the part of Supervisory Board members.