Business Ethics and Anti-Corruption

The OMV Group is a signatory to the UN Global Compact. Although we are headquartered in Austria, a country with high standards of business ethics, we operate in several countries in the Middle East, North Africa, Asia-Pacific, the Americas, and Europe that are defined as high risk by the Transparency International Corruption Perceptions Index. We strive to avoid the risks of bribery and corruption that are specific to our sector. We also highly value our reputation. Therefore, our highest priority is ensuring uniform compliance with our business ethics standards wherever we operate.

Compliance with ethical standards is a non-negotiable value that supersedes any business interest. Absolute commitment to this objective is embedded at all levels of the OMV Group, from top management to every employee. Our business partners are also expected to share the same understanding of and commitment to ethical standards. Every company activity, from planning business strategy to daily operations, is assessed for compliance with ethical standards such as the Code of Conduct and Code of Business Ethics.

Specific Policies and Commitments

The OMV Group follows a zero-tolerance policy regarding bribery, fraud, theft, and other forms of corruption. Based on this policy, the OMV Group is committed to detecting any potential policy violations at the earliest stage, thoroughly investigating any such incidents of non-compliance, and determining appropriate organizational measures or sanctions for the individuals involved. The integrity of our employees is the foundation of the trust placed in our Company by our customers, suppliers, and other stakeholders.

To ensure that OMV’s commitment to business integrity is clear, OMV has introduced a Code of Conduct¹ Borealis’ 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.

The Code of Conduct applies to all OMV Group employees. All suppliers and business partners are required to share OMV’s values and comply with the defined ethical and legal standards. A separate Code of Business Ethics further describes how OMV fulfills ethical and legal responsibilities internally. It defines the rules and procedures for conflicts of interest, gifts and invitations, donations and sponsorships, intermediaries and lobbyists, as well as for other areas of law such as trade sanctions 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.

Both the Code of Conduct and the Code of Business Ethics are signed by the OMV Executive Board and apply in all countries where OMV does business. The procedures established by these documents are implemented at every fully consolidated subsidiary of OMV and apply to everyone who works for OMV or on behalf of OMV. 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 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 (for more details, see Supply Chain).

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.

Management and Due Diligence Processes

OMV has set up a comprehensive Compliance Management System based on the requirements of IDW PS 980² IDW PS 980 is an (auditing) standard published by the Institute of German Certified Public Accountants (IDW) in 2011 that contains specific requirements for the design of a compliance system in a company., including policies, audits, and training. The system aims to anchor OMV’s business ethics policies throughout the organization and to ensure their correct implementation.

The design and implementation of OMV’s Compliance Management System have previously been externally audited for adequacy and effectiveness. The result of each audit was that OMV’s system is appropriately designed and effectively implemented in order to prevent, detect, and respond to systematic misconduct in the legal areas of business ethics/anti-corruption, capital market law, competition law, and trade sanctions.

Risk Assessments and Audits

Both external and internal risk factors, in particular changes to the regulatory framework, as well as recent developments or incidents, are monitored on an ongoing basis to evaluate their possible impact on OMV’s current risk exposure. This ongoing risk analysis also includes an institutionalized semi-annual risk analysis, which is part of OMV’s Enterprise-Wide Risk Management (EWRM). If new risks are identified, OMV undertakes measures to address them.

Before we launch activities in a new country, we perform a thorough analysis of business ethics and sanction law issues in that country. The Business Ethics Entry Assessment includes an analysis of the Corruption Perceptions Index assigned by Transparency International to a given country. Based on the outcome of the assessment, corporate governance in local operations is adapted to assure compliance with OMV’s ethical standards. OMV has implemented a process for screening both potential new and existing business partners using EU and US sanction lists. In addition to those sanction checks, more exhaustive due diligence assessments are conducted prior to engagement with a business partner or during the business relationship as needed.

Critically, counterparties in M&A transactions, strategic partnerships, or business partners that have been in the media spotlight in the context of illegal conduct are assessed in greater depth. Such an assessment involves the potential business partner, their direct and indirect shareholders, other investors, and the ultimate beneficiaries of directly or indirectly involved legal entities. To that end, OMV uses its standardized know-your-customer (KYC) questionnaire to request information from counterparties so they can assess corruption, money laundering, sanctions, and other illicit conduct risks.

Key red flags are connections to government officials, other individuals, and companies referred to in high-attention media reports related to political and corruption cases, sanctioned entities, or any other suspected involvement in illegal conduct. In cases where intermediaries, lobbyists, or consultants are engaged, we use a third-party service provider to do comprehensive research, including source inquiries. Furthermore, vendor assessments are conducted by the OMV Procurement department. Risk-related audits covering fraud and corruption issues form an integral part of the Corporate Internal Audit. Based on the outcome of such audits, additional preventive measures may be set up.

Whistleblowing

We have established channels to help identify ethical misconduct as early as possible. Timely notification is crucial for taking 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 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. Notifications will not lead to any disadvantages at any time. Any whistleblowing report is treated with the strictest confidence, carefully checked in all regards, and further handled by the Whistleblowing Committee, which includes members of senior management.

Training

It is of strategic importance for us to make sure that every single employee is fully aware of our ethical values and principles. Business ethics training includes training employees on dealing with invitations, gifts, and potential conflicts of interest. In addition, employees are trained in the topics of donations and sponsorships, as well as the requirements for dealing with intermediaries and lobbyists.

The online training module in business ethics is aimed at all employees of the OMV Group, while participants in classroom training courses are selected according to risk-specific criteria, such as working in the Sales or Procurement departments.

The training on antitrust law that we provide concentrates on the rules for dealing with competitors, customers, and suppliers. An overview of existing sanction rules and trade bans rounds out the content of the training.

Participants in online and face-to-face training sessions are selected and invited to attend a regular training cycle according to risk-specific criteria. All target groups are defined at the beginning of the training cycle based on the existing organization. Organizational and personnel changes during a training cycle are continuously taken into account.

Raising Awareness

OMV has launched a compliance app that employees can use on their cell phones, providing easily accessible resources and related tools for all compliance-related matters. Employees can submit inquiries on all ethics topics, for instance gifts, invitations, or conflicts of interest, have their sponsorships or donations checked and registered, have new business partners checked against trade sanction and embargo lists, learn how to deal with inside information and file for trading approval, submit inquiries with regards to antitrust matters and obtain guidance, retrieve useful guidance on all ethics topics, and submit reports on ethical misconduct via the secure Integrity Platform messaging service.

2022 Actions

In 2022, a broad-based compliance communication campaign was launched to raise awareness and foster a culture of ethics and integrity within OMV, as well as to encourage reporting of any misconduct. Various means were used to emphasize the commitment to ethical behavior within the organization, including “Compliance Moments” in town hall meetings, the relaunch of the compliance intranet, and the publishing of blogs and news articles on the intranet. Furthermore, compliance was made a specific focus topic during the onboarding program for new employees. Finally, we expanded the functionality of the OMV compliance app by incorporating a news feed service with regular updates on compliance topics for all employees.

In 2022, Borealis was awarded certification according to ISO 37301 (Compliance Management) and ISO 37001 (Anti-Bribery Management Systems) by Austrian Standards following a two-phase audit process conducted by Taylor Wessing.

Outlook

Our goal is to operate a state-of-the-art Compliance Management System and to have these high standards verified and approved during external recertification in 2023 under the IDW PS 980 standard. Also in 2023, Borealis plans to dedicate additional resources to and introduce a new setup for the Group-wide management of social compliance in accordance with a plan recommended by Deloitte. The new setup will enable Borealis to optimally monitor the ethical conduct of business partners and the ethical and legal treatment of their workers.

Target 2025

• Promote awareness of ethical values and principles: conduct in-person or online business ethics training for all employees

Status 2022

• 7,537 employees in the OMV Group were trained in business ethics in 2022. This number is composed of 495 employees at OMV trained in person in business ethics and 7,042 employees at Borealis who received tailored classroom/virtual training sessions on Ethics & Compliance. In addition, 808 employees at OMV were trained in competition law in 2022.

Most relevant SDG

SDG target:
16.5 Substantially reduce corruption and bribery in all their forms