Code of Conduct
To ensure that OMV’s commitment to business integrity is clear, OMV has introduced a Code of ConductBorealis’ Ethics Policy is in line with the OMV Code of Conduct and Code of Business Ethics. For the workforce and business partners of the Borealis Group, the Borealis Ethics Policy remains applicable as the relevant work instruction for ethical behavior and business conduct., which reflects both the required standards and the high expectations of our shareholders. The Code of Conduct expresses OMV’s values and defines OMV’s mindset in conducting business responsibly, with the focus on ethical and legal standards, among other things. This overarching policy addresses our commitment to promoting a positive workplace environment by fostering integrity, ethical practices, and transparency within our business operations and ensuring that our values reinforce a culture of compliance and ethics. Unless otherwise specified, in reference to the Code of Conduct, the scope of the policy, involvement of senior-level management, reference to third-party standards (where relevant), interests of key stakeholders in setting the policy (where relevant), and how the policy is made available to potentially affected stakeholders are covered in E1 Climate Change.
People & Culture (P&C) Ethics Policy
The P&C Ethics Policy on Non-Discrimination addresses the importance of OMV’s value-based decision-making and our commitment to providing a work environment in which all individuals are treated with respect and dignity. Each individual has the right to work in a professional atmosphere that promotes equal employment opportunities and prohibits unlawful discriminatory practices, including harassment. This approach strengthens corporate culture, which in turn enhances employee retention, engagement, and well-being. Without a strong corporate culture, there is a higher risk of unethical behavior, low engagement, and reduced productivity, which can harm employee quality of life. This is monitored through the concerns raised to immediate management, members of the P&C department, grievances registered through the SpeakUp Channel, along with concerns reported to any ombudsman or designated local committees. Unless otherwise specified, in reference to this policy, the key contents, scope of the policy, involvement of senior-level management, reference to third-party standards (where relevant), interests of key stakeholders in setting the policy (where relevant), and how the policy is made available to potentially affected stakeholders are covered in S1 Own Workforce.
Code of Business Ethics
The Code of Business Ethics provides guidelines on how integrity, ethical practices, and transparency within the business environment can be fostered, ensuring that all employees adhere to the highest standards of conduct and accountability. It describes how OMV fulfills ethical and legal responsibilities internally and defines the rules and procedures for conflicts of interest, gifts and invitations, donations and sponsorships, intermediaries and lobbyists, and for other areas of law such as trade sanctions, money laundering, and fair competition. OMV has also implemented regulations for compliance with capital markets law, including the prevention of insider trading. These regulations are included in a separate guideline: the Issuer Compliance Standard. For the process for monitoring, please refer to Compliance Management System. The Code of Business Ethics complements the Whistleblowing Directive and addresses the positive impact of promoting integrity and fostering an ethical, transparent business environment through a secure and accessible whistleblowing channel.
We require compliance with international business principles from all parties with whom we enter into partnership agreements, such as joint ventures. Companies performing services for OMV (i.e., suppliers) must follow anti-bribery and anti-corruption procedures that are consistent with the principles of OMV’s Code of Business Ethics and with OMV’s business ethics standards, as defined in the Code of Conduct. The guidelines in the Code of Business Ethics are supplemented by a series of organizational measures. For instance, managers are required annually to disclose conflicts of interest or to confirm that there are no such conflicts. Furthermore, managers and employees in particularly exposed positions need to confirm compliance with the rules of the Code of Business Ethics by signing the Compliance Declaration. New employees are also required to acknowledge the rules of the Code of Business Ethics, expressly commit to adhering to these rules, and are obliged to complete the Business Ethics e-learning program when joining OMV. Acting ethically and with integrity is part of OMV’s culture and guides decision-making at all levels of the organization. To this end, the principles within the Ethics & Integrity Policy outline the acceptable and desired behavior that go beyond compliance with laws and internal regulations, complementing the Code of Business Ethics.
The most senior level that signs the Code of Business Ethics, the Ethics & Integrity Policy, and the Whistleblowing Directive is the OMV Executive Board, which also has legal accountability. Responsibility for the implementation and management of the respective processes and policies lies with the SVP Internal Audit & Compliance. These policies apply to all employees in all countries where OMV does business. The procedures established in these documents are implemented at every fully consolidated subsidiary of OMV and apply to everyone who works for or on behalf of OMV. They are communicated to all employees via all available internal communication channels within the organization and are also part of the compliance training provided to OMV employees.
OMV’s Code of Business Ethics sets out a zero-tolerance policy on bribery, embezzlement, facilitation payments, fraud, theft, and other forms of corruption, as well as money laundering, and prohibits any support of political parties or donations to them. It is designed to comply with the standards set by both national and international anti-corruption legislation (mainly the OECD Anti-Bribery Convention and the UK Bribery Act). OMV is a signatory to the UN Global Compact and is committed to upholding the values of the OECD Guidelines for Multinational Enterprises. These guidelines reflect the government expectations of responsible conduct by businesses. They cover all key areas of business responsibility, including bribery, competition, and taxation. OMV has also published a separate Tax Policy. For more information, see Economic Impact.
OMV uses its standardized know-your-customer (KYC) questionnaire to request information from counterparties so it can assess the risk of corruption, money laundering, sanctions, and other illicit conduct. Such requests are key for OMV to factor in the expectations of its business partners and stakeholders in setting up and further developing OMV’s Compliance Management system and underlying policies and procedures. OMV’s Code of Business Ethics and the Ethics & Integrity Policy lay out our commitments to responsible and ethical business conduct and are publicly available on our website. Within the Company, these policies are communicated on our intranet through internal blogs, training, and our Compliance app to ensure all employees are aware of and understand their content. Externally, the content of these policies and their importance to how OMV does business is communicated through regular meetings and contract negotiations with local communities and other external stakeholders (e.g., contractors, suppliers).
Ethics & Integrity Policy
The Ethics & Integrity Policy defines the principles of what it means to act ethically and with integrity, and is applicable to all OMV Group employees. It aims to guide the way that business is conducted within OMV by providing guidelines on what is considered acceptable or desirable behavior, above and beyond compliance with laws and regulations, and forms a part of OMV’s Values and underpins the Value “We care.” The Ethics & Integrity Policy is supported by the Ethics & Integrity Committee, which shall provide reassurance that the organization is living up to its ethical values and commitments. The guidelines outlined in this policy include how integrity, ethical practices, and transparency within the business environment can be fostered, ensuring that all employees adhere to OMV’s standards of conduct and accountability. For the process of monitoring, please refer to Compliance Management System. Through the implementation of the Ethics & Integrity Policy, OMV reaffirms its commitment as a signatory to the United Nations Global Compact (UNGC). For this policy, unless otherwise specified, the scope of the policy, involvement of senior-level management, interests of key stakeholders in setting the policy (where relevant), and how the policy is made available to potentially affected stakeholders are covered in Code of Business Ethics.
Whistleblowing Directive
The positive impact related to safe whistleblowing is addressed in detail in the Whistleblowing Directive and complemented in the Code of Business Ethics. Whistleblowing plays an important role in detecting misconduct. For details, see Integrity Platform: Protection of Whistleblowers.
The internal Whistleblowing Directive lays out how employees and external stakeholders can confidentially and anonymously make a whistleblowing report, particularly regarding corruption and bribes, conflicts of interest, competition law, and capital markets law. The Directive also specifies how cases are handled and defines special protection for whistleblowers against any form of retaliation within OMV, which comprises all actions or omissions in a work-related context such as dismissal, demotion, denial of promotion, negative performance appraisal, or disciplinary measures. This Directive and the Integrity Platform are specifically designed to implement the EU Whistleblowing Directive (Directive (EU) 2019/1937), which protects individuals who report breaches of Union law. For the process of monitoring, please refer to Compliance Management System and respective external audits on the effectiveness of the Compliance Management System. For this policy, unless otherwise specified, the scope of the policy, involvement of senior-level management, interests of key stakeholders in setting the policy (where relevant), and how the policy is made available to potentially affected stakeholders are covered in Code of Business Ethics.
Integrity Platform: Protection of Whistleblowers
We have established channels to help identify ethical misconduct as early as possible. Timely notification is crucial in order to take precautionary measures directed at avoiding or mitigating major financial loss or reputational harm. If an employee observes or becomes aware of potential or actual misconduct or violation of internal rules or statutory regulations, whether committed by other employees or by a business partner, that employee is encouraged to speak up and report the incident. Besides employees, other stakeholders also represent a valuable source of information, and can help identify breaches of ethical standards. To this end, the OMV Group has introduced a whistleblower mechanism – the Integrity Platform. Anyone can access it online (omv-group.integrityplatform.org) and confidentially report an issue, be it related to topics such as corruption, bribes, conflicts of interest, antitrust law, or capital markets law. The report can be filed anonymously, if desired.
Special protection is given to employees in their capacity as whistleblowers when information is provided in good faith, which in turn enhances the “speak up” culture in the Company. Reporting will not lead to any disadvantages within OMV for the whistleblower at any time. Whistleblowers are protected from any form of retaliation, which comprises all actions or omissions in a work-related context such as dismissal, demotion, denial of promotion, negative performance appraisal, or disciplinary measures. Whistleblowing and whistleblower protection are repeatedly the subject of internal communication campaigns and are also part of the business ethics training that is either offered via e-learning or classroom training sessions. Employees are encouraged to come forward with information on misconduct. To this end, the possibility to submit anonymous reports, the protection of the identity of whistleblowers, and the assurance of confidentiality, plus specific whistleblower protection against retaliatory measures, are stipulated in OMV’s internal Whistleblowing Directive. All whistleblowing reports are treated with the strictest confidence, carefully checked in all regards, and further handled by the Whistleblowing Committee, which includes members of senior management and is separate from the chain of management involved in the matter. Information on the Integrity Platform, the underlying processes, and whistleblower protection can be found on the Integrity Platform itself, in a dedicated information section on the intranet, and in the Compliance application.
Borealis Ethics Policy
The Borealis Ethics Policy provides guidance to Borealis’ employees and sets out its ethical principles, most importantly including human rights, ethical business conduct based on respect, honesty, and integrity, and compliance with applicable laws. The key contents of the Ethics Policy are ethical principles, anti-corruption, business and personal integrity, compliance with competition laws, and data privacy. To maintain anti-corruption and anti-bribery standards, Borealis does not accept bribes, kickbacks, or any other kind of improper payments, and keeps accurate books and records to honestly describe payments. The Ethics Policy highlights the importance of value-based decision-making in business operations, managing misinformation risks, and fostering stakeholder trust and engagement, while guiding individual actions toward ethical principles. This approach helps build a strong corporate culture, without which there is a higher risk of unlawful and unethical behavior, and an increased risk of Borealis losing stakeholder trust, suffering reputational damage, and facing fines, legal claims, loss of business, contracts, or licenses, or even the imprisonment of involved management and employees. The Borealis Ethics Policy is available in ten languages and applies to the entire Borealis workforce globally.
The Borealis Chief Executive Officer (CEO) and Executive Board are responsible for implementing the Ethics Policy and upholding Borealis’ values. The Compliance & Ethics function and the Borealis Ethics Council also play a key role. However, ensuring ethical compliance is a collective effort that involves all hierarchical and functional levels within Borealis. Borealis has committed to respecting a range of third-party standards and initiatives in implementing its Ethics Policy and considers the interests of key stakeholders during its review. The Borealis Ethics Policy is available on its corporate website. For further details, refer to the Borealis Group Annual Report 2024 – Group Management Report – Non-financial Statement.