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Supervisory Board

OMV’s Supervisory Board consists of ten members elected by the General Meeting (shareholders’ representatives) and five members*Due to the resignation of Christine Asperger (October 1, 2020) and Alfred Redlich (December 2, 2020), three members delegated by the Group’s Works Council were part of the Supervisory Board at the end of 2020 until January 18, 2021. delegated by the Group’s Works Council. Six of the current shareholders’ representatives were elected at the 2019 Annual General Meeting (), two at the 2020 AGM, and two at the 2021 AGM. The members of OMV’s Supervisory Board in 2021 and their appointments to supervisory boards of other domestic or foreign listed companies as well as any management functions held are shown below.

Mark Garrett, *1962

Chairman
(Chief Executive Officer, Marquard & Bahls AG)
Seats: Axalta Coating Systems (Chairman until August 2021), Umicore

Thomas Schmid, *1975

Deputy Chairman (until July 5, 2021)
(Chief Executive Officer, Österreichische Beteiligungs AG until July 5, 2021)
Seats: VERBUND AG, Telekom Austria AG (until July 5, 2021)

Christine Catasta, *1958

Deputy Chairwoman*Christine Catasta declared in a letter dated January 25, 2022 that she would resign from the Supervisory Board with effect from the end of the Annual General Meeting that resolves on the discharge for the financial year 2021. (since September 10, 2021)
Chief Executive Officer, Österreichische Beteiligungs AG until January 31, 2022)
Seats: VERBUND AG, Telekom Austria AG

Saeed Al Mazrouei, *1980

Deputy Chairman (since June 2, 2021)
(Deputy Chief Executive Officer, Direct Investments, Mubadala Investment Company)
Seats: Abu Dhabi Commercial Bank (ADCB)

Alyazia Ali Al Kuwaiti, *1979

Deputy Chairwoman (until June 2, 2021, since then member)
(Executive Director Upstream & Integrated, Petroleum & Petrochemicals, Mubadala Investment Company)
Seats: no seats in domestic or foreign listed companies

Mansour Mohamed Al Mulla, *1979

(until June 2, 2021)
(Platform CFO Petroleum & Petrochemicals, Mubadala Investment Company PJSC)
Seats: Aldar Properties PJSC

Stefan Doboczky, *1967

(Chief Executive Officer, Heubach Group since January 10, 2022; Chief Executive Officer, Lenzing AG until September 30, 2021)
Seats: no seats in domestic or foreign listed companies

Karl Rose, *1961

(Strategy Advisor, Abu Dhabi National Oil Company) Seats: no seats in domestic or foreign listed companies

Elisabeth Stadler, *1961

(Chief Executive Officer, VIENNA INSURANCE GROUP AG – Wiener Versicherung Gruppe)
Seats: voestalpine AG

Christoph Swarovski, *1970

(Chief Executive Officer, Tyrolit AG)
Seats: no seats in domestic or foreign listed companies

Cathrine Trattner, *1976

Seats: no seats in domestic or foreign listed companies

Gertrude Tumpel-Gugerell, *1952

Seats: Commerzbank Aktiengesellschaft, VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, AT&S Austria Technologie & Systemtechnik Aktiengesellschaft

Delegated by the Group’s Works Council (employee representatives)

  • Alexander Auer, *1969 (since September 1, 2021)
  • Hubert Bunderla, *1965 (since January 18, 2021)
  • Herbert Lindner, *1961 (until August 31, 2021)
  • Nicole Schachenhofer, *1976 (since January 18, 2021)
  • Angela Schorna, *1980
  • Gerhard Singer, *1960

More detailed information about all members of OMV’s Supervisory Board, including their professional careers, can be obtained from OMV’s website at www.omv.com > About us > Supervisory Board.

Diversity

The main considerations in selecting the members of the Supervisory Board are relevant knowledge, personal integrity, and experience in executive positions. Furthermore, aspects of diversity of the Supervisory Board with respect to the internationality of the members, the representation of both genders, and the age structure are taken into account. The Supervisory Board includes seven women (as per December 31, 2021) and three non-Austrian nationals. The members of the Supervisory Board are aged between 41 and 69.

Independence

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 , 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 have declared their independence from the Company and its Executive Board during the 2021 financial year and up to the time of making such declarations (C-rule 53 of the ACCG). Under C-rule 54 of the ACCG, Mark Garrett, Stefan Doboczky, Karl Rose, Elisabeth Stadler, Christoph Swarovski, Cathrine Trattner, and Gertrude Tumpel-Gugerell 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 2021 financial year and up to the time of making such declarations. Furthermore, the above-mentioned members of the Supervisory Board 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 Code of Corporate Governance 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.

Position and committee memberships in 20211

 

 

 

 

 

 

 

 

 

Name

Supervisory Board and committees 20211

 

Term of office

 

SB

PNC

PPC

AC

RC

STC

 

 

Mark Garrett

C

C

M

M

DC

 

September 29, 2020, to 2023 AGM

Christine Catasta

DC

DC

DC

M

C

DC

 

September 10, 2021 to 2022 AGM4

Thomas Schmid

DC

DC

DC

M

C

 

May 14, 2019, to July 5, 2021

Saeed Al Mazrouei

DC

DC

DC

DC

 

June 2, 2021, to 2024 AGM

Alyazia Ali Al Kuwaiti

M2

M2

M2

DC

2

DC

 

May 22, 2018, to 2024 AGM

Mansour Mohamed Al Mulla

M

M

M

 

May 22, 2018, to 2021 AGM

Stefan Doboczky

M

M

C

 

May 14, 2019, to 2022 AGM

Karl Rose

M

C

 

May 18, 2016, to 2024 AGM

Elisabeth Stadler

M

DC

M

 

May 14, 2019, to 2022 AGM

Christoph Swarovski

M

M

 

May 14, 2019, to 2022 AGM

Cathrine Trattner

M

M

 

May 14, 2019, to 2022 AGM

Gertrude Tumpel-Gugerell

M

C

M

 

May 19, 2015, to 2022 AGM

Alexander Auer

M

M

M

 

Since September 1, 2021

Hubert Bunderla

M

M

M

M

 

Since January 18, 2021

Herbert Lindner

M

M

M3

 

June 1, 2013, to August 31, 2021

Nicole Schachenhofer

M

M

M

M

 

Since January 18, 2021

Angela Schorna

M

M

 

Since March 23, 2018

Gerhard Singer

M

M3

M

 

Since September 26, 2016

1

Abbreviations: SB = Supervisory Board, PNC = Presidential and Nomination Committee, PPC = Portfolio and Project Committee, AC = Audit Committee, RC = Remuneration Committee, STC = Sustainability and Transformation Committee, C = Chairman/Chairwoman, DC = Deputy Chairman/Chairwoman, M = Member, AGM = Annual General Meeting

2

Deputy Chairwoman until June 2, 2021

3

Member until January 18, 2021

4

Christine Catasta declared in a letter dated January 25, 2022 that she would resign from the Supervisory Board, to which she was originally elected until the 2024 AGM, with effect from the end of the AGM that resolves on the discharge for the financial year 2021.

Working practices of the Supervisory Board

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. Five 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 2021). In 2021, 9 meetings of the Supervisory Board and 21 committee meetings were held. In particular, the Executive Board and the Supervisory Board discussed OMV’s strategy*Further information can be found in the OMV Annual Report 2021 / Chapter “Strategy”.. No member of the Supervisory Board attended fewer than half of the meetings of the Supervisory Board. Mr. Al Mazrouei attended fewer than half of the meetings of the committees he has been elected to.

Attendance of Supervisory Board and committee meetings in 2021 was as follows:

Attendance of Supervisory Board and Committee Meetings in 20211

 

 

 

 

 

 

Name

SB

PNC

PPC

AC

RC

Mark Garrett

9/9

6/6

3/3

6/6

6/6

Christine Catasta2

2/2

1/1

2/2

2/2

1/1

Thomas Schmid3

6/6

5/5

1/1

3/3

3/3

Saeed Al Mazrouei4

3/3

0/1

0/2

 

1/3

Alyazia Ali Al Kuwaiti

8/9

6/6

3/3

6/6

3/35

Mansour Mohamed Al Mulla5

4/6

3/5

1/1

 

 

Stefan Doboczky

7/9

 

3/3

 

 

Karl Rose

8/9

 

3/3

 

 

Elisabeth Stadler

8/9

 

 

5/6

 

Christoph Swarovski

7/9

 

 

 

5/6

Cathrine Trattner

9/9

 

 

6/6

 

Gertrude Tumpel-Gugerell

9/9

 

 

6/6

6/6

Alexander Auer6

3/3

 

2/2

 

 

Hubert Bunderla7

9/9

5/5

3/3

6/6

 

Herbert Lindner8

6/6

1/19

1/1

 

 

Nicole Schachenhofer7

9/9

5/5

3/3

 

 

Angela Schorna

9/9

1/19

 

6/6

 

Gerhard Singer

9/9

 

 

5/6

 

1

Abbreviations: SB = Supervisory Board, PNC = Presidential and Nomination Committee, PPC = Portfolio and Project Committee, AC = Audit Committee, RC = Remuneration Committee

2

Since September 10, 2021

3

Until July 5, 2021

4

Since June 2, 2021

5

Until June 2, 2021

6

Since September 1, 2021

7

Since January 18, 2021

8

Until August 31, 2021

9

Until January 18, 2021

Pursuant to C-rule 36 of the ACCG, 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 six meetings of the Presidential and Nomination Committee in 2021, 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 six meetings during the year. It predominantly 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 2021, the auditors Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. (including their network within the meaning of section 271b Austrian Commercial Code) received EUR 3.55 mn for the annual audit, EUR 0.53 mn for other assurance services, EUR 0.56 mn for tax advisory services, and EUR 0.07 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 2021, three meetings of the Portfolio and Project Committee were held.

Sustainability and Transformation Committee

The purpose of the Sustainability and Transformation Committee is to support the Supervisory Board in reviewing and monitoring OMV’s strategy with regard to sustainability, and ESG-related standards and performance. It also focuses on processes and performance specifically in (Health, Safety, Security, and Environment) and in particular regarding climate change. Furthermore, the committee serves to support and oversee the transformation process toward a more sustainable business model, including the cultural integration of strategically significant acquisitions. This committee was established by resolution of the Supervisory Board on October 28, 2021, and met for the first time on March 9, 2022.

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 six times during 2021. Executive Board members were invited to attend parts of some of the meetings of the Remuneration Committee.

hkp/// group was hired by the Remuneration Committee to provide remuneration advice to the committee on the appropriate structure and level of Executive Board compensation in line with regulatory requirements and market practice.

In 2021, hkp/// group was also commissioned by OMV and OMV Petrom to provide advice to OMV on governance processes between OMV and OMV Petrom, and to OMV Petrom on the development and drafting of the Remuneration Policy for the Executive Board and Supervisory Board of OMV Petrom. hkp/// group provided advice on the development of OMV’s Remuneration Report. This consulting company did not advise the OMV Executive Board in matters relating to Executive Board 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 or were in the reporting year 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.

Employee participation1

The Group’s Works Council holds regular meetings with the Executive Board in order to exchange information on developments affecting employees. Furthermore, the Group’s 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, 5 members are employee representatives.

Rights of minority shareholders

  • 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 on all 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.

1 Due to the resignation of Christine Asperger (October 1, 2020) and Alfred Redlich (December 2, 2020), three members delegated by the Group’s Works Council were part of the Supervisory Board at the end of 2020 until January 18, 2021.

AGM
Annual General Meeting
ACCG
Austrian Code of Corporate Governance
HSSE
Health, Safety, Security, and Environment