As a publicly listed company with its headquarters in Austria, OMV is dedicated to the principles of sound corporate governance and has always sought to comply with best practice in corporate governance to ensure responsible management and control of the OMV Group, a high level of transparency for all stakeholders, and, ultimately, the sustainable and long-term creation of value.
Austrian law, the Articles of Association of the Company, the Internal Rules for the corporate bodies, and the Austrian Code of Corporate Governance (ACCG) provide the core legal framework for OMV’s corporate governance. OMV adheres to the ACCG set out by the Austrian Working Group for Corporate Governance in all instances, except for the deviations mentioned in this report. The code is publicly accessible at www.corporate-governance.at.
In the 2025 financial year, OMV did not fully comply with C-rule 28 or R-rule 28a of the Austrian Corporate Governance Code, as the annual share transfer programs for members of the Executive Board and senior executives were not submitted separately to the Annual General Meeting for approval. The decision for this deviation was made following thorough analysis. It is essentially based on the fact that, the Remuneration Policy for the Executive Board already contains details of all the essential elements of such programs and is submitted to the shareholders for a vote regularly and in the event of significant changes. The deviation therefore does not reduce transparency for shareholders or their opportunities to participate with regard to remuneration programs. At the same time, this approach ensures efficient conduct of Annual General Meetings, in particular by avoiding duplications and reducing complexity. In relation to C-rules 27 and 28, explanations concerning the structure of the remuneration of the OMV Executive Board and the Supervisory Board are given in the Remuneration Policy. The implementation of this policy and the performance outcomes of the financial year under review are set out in the Remuneration Report for OMV’s Executive Board and Supervisory Board, which has been prepared annually since the 2020 financial year. The Remuneration Policy and the Remuneration Report are published on www.omv.com.
For OMV Petrom S.A., a company consolidated in the OMV Group and the shares of which are publicly listed on the Bucharest Stock Exchange, the relevant Corporate Governance Report can be found at www.omvpetrom.com/en/about-us/corporate-governance.
In accordance with the recommendation in the AFRAC opinion on the Corporate Governance Report, the Corporate Governance Report of OMV as the parent company and the consolidated Corporate Governance Report are combined in one report.