Supervisory Board

The main considerations in selecting the members of the Supervisory Board are relevant knowledge, personal integrity, and experience in executive positions. Furthermore, aspects of the 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 six women and four non-Austrian nationals (as per December 31, 2023). The members of the Supervisory Board are aged between 43 and 71.

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 Annual 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 Annual General Meeting declared their independence from the Company and its Executive Board during the 2023 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, Lutz Feldmann, Stefan Doboczky, Jean-Baptiste Renard, Karl Rose, Elisabeth Stadler 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 2023 financial year and up to the time of making such declarations. Furthermore, the above-mentioned members of the Supervisory Board were nominated for 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.

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 descrip-tions of these committees are given below (see also the Report of the Supervisory Board for an overview of the individual committees’ main activities in 2023). In 2023, 9 meetings of the Supervisory Board and 26 committee meetings were held. In particular, the Executive Board and the Supervisory Board discussed OMV’s strategy. Saeed Al Mazrouei attended less than half of the meetings of the Portfolio and Project Committee and the Remuneration Committee.

Attendance at Supervisory Board and committee meetings in 2023 was as follows:

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 working practices (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 for appointments to the Supervisory Board. There were three meetings of the Presidential and Nomination Committee in 2023, in which discussions focused on Executive and Supervisory Board matters.

Audit Committee

This committee performs the duties set out in section 92 (4a) of the Austrian Stock Corporation Act. The committee held six meetings during the reporting 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, the presentation of the annual financial statements, and the procedure for the selection of the statutory auditor (Group auditor). Gertrude Tumpel-Gugerell is the financial expert on the Audit Committee within the meaning of section 92 (4a) (1) of the Austrian Stock Corporation Act.

The Audit Committee monitors the auditors’ independence and reviews a breakdown of the audit fees and fees for additional services besides auditing activities. In the financial year 2023, KPMG Austria GmbH Wirtschaftsprüfungs- und Steuergesellschaft (including members of their network within the meaning of section 271b of the Austrian Commercial Code) received EUR 5.40 mn for the annual audit, EUR 0.84 mn for other assurance services, EUR 2.50 mn for tax advisory services, and EUR 0.74 mn for other engagements.

Portfolio and Project Committee

This committee supports the Executive Board in preparing for complex decisions on key issues where necessary and reports on these decisions and any recommendations to the Supervisory Board. In 2023, seven meetings of the Portfolio and Project Committee were held, in which investment and M&A projects in particular were discussed.

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, as well as ESG-related standards, performance, and processes. It also focuses on performance specifically in terms of HSSE (Health, Safety, Security, and Environment) and in particular regarding climate change. Furthermore, the committee serves to support and oversee the process of transformation toward a more sustainable business model, including the cultural integration of strategically significant acquisitions. The committee held four meetings during the reporting year.

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 2023. Executive Board members were invited to attend parts of some of the meetings of the Remuneration Committee.

The 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.

The hkp/// group also provided advice on the creation of OMV’s Remuneration Report. The consulting company did not advise the OMV Executive Board on matters relating to Executive Board remuneration, ensuring independence within the meaning of the Austrian Code of Corporate Governance.

Conflicts of interest and dealings by members of the Supervisory Board requiring approval in accordance with section 95(5) (12) of the Austrian Stock Corporation Act

During the reporting year, Supervisory Board member Elisabeth Stadler was chairwoman of the executive board of a company with which insurance and related contracts under standard market and industry terms and conditions (including consideration) existed. Although this business relationship does not raise concerns in relation to a potential conflict of interest, the relevant Supervisory Board approvals were obtained when Elisabeth Stadler was elected to the Supervisory Board.

It is noted that Lutz Feldmann is Chairman of the Supervisory Board of EnBW Energie Baden-Württemberg AG whose business activities overlap with those of the OMV Group in individual areas (particularly in the area of trading and sales of natural gas and e-mobility). In an overall view of the corporate groups concerned, these overlaps do not appear to be material and therefore, in the company’s opinion, do not constitute a deviation from C Rule 45 of the Austrian Corporate Governance Code, according to which Supervisory Board members may not assume any functions on the boards of enterprises which are competitors of OMV.

Should specific situations arise that trigger a conflict of interest on the part of a Supervisory Board member in an individual case, the available instruments are applied (in particular disclosure of the conflict, abstention from voting, prohibition of participation, restriction of information) in order to ensure a legally compliant approach.

The Group’s Works Council holds regular meetings with the Executive Board in order to exchange information about employees and on developments affecting them. 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 Annual General Meeting). Therefore, out of the 15 Supervisory Board members, 5 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 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 on 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 they have not been elected, then this person must be declared as a Supervisory Board member.