Supervisory Board

OMV’s Supervisory Board consists of ten members elected by the General Meeting (shareholders’ representatives) and five members delegated by the Group works council ¹. Eight of the current shareholders’ representatives were elected at the 2019 Annual General Meeting (AGM) and two were elected at the 2020 AGM. The members of OMV’s Supervisory Board in 2020 and their appointments to supervisory boards of other domestic or foreign listed companies as well as any management functions held are shown below.

Wolfgang C. Berndt, * 1942

Chairman (until September 29, 2020)
Seats: no seats in domestic or foreign listed companies

Mark Garrett, * 1962

Chairman (since September 29, 2020)
(Chief Executive Officer, Marquard & Bahls AG)
Seats: Axalta Coating Systems (Chairman), Umicore

Thomas Schmid, * 1975

Deputy Chairman
(Chief Executive Officer, Österreichische Beteiligungs AG)
Seats: Verbund AG, Telekom Austria AG

Alyazia Ali Al Kuwaiti, * 1979

Deputy Chairwoman
(Executive Director Upstream & Integrated, Mubadala Investment Company PJSC)
Seats: no seats in domestic or foreign listed companies

Mansour Mohamed Al Mulla, * 1979

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

Stefan Doboczky, * 1967

(Chief Executive Officer, Lenzing AG)
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 AG, VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe, AT&S Austria Technologie & Systemtechnik AG

Delegated by the Group works council (employee representatives)

• Christine Asperger, * 1964 (until October 1, 2020)
• Herbert Lindner, * 1961
• Alfred Redlich, * 1966 (until December 2, 2020)
• Gerhard Singer, * 1960
• Angela Schorna, * 1980

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.

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 five women (as per December 31, 2020) and three non-Austrian nationals. The members of the Supervisory Board are aged between 40 and 68.

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 ACCG, 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 2020 financial year and up to the time of making such declarations (C-rule 53 of the ACCG). Under C-rule 54 of the ACCG, Wolfgang C. Berndt, 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 2020 financial year and up to the time of making such declarations. Wolfgang C. Berndt, Mark Garrett, Stefan Doboczky, Karl Rose, Elisabeth Stadler, Christoph Swarovski, Cathrine Trattner, and Gertrude Tumpel-Gugerell 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.

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. Four 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 2020). In 2020, eight meetings of the Supervisory Board and 19 Committee meetings were held. In several of these meetings, the Executive Board and the Supervisory Board discussed OMV’s strategy. No member of the Supervisory Board attended fewer than half of the meetings.

Attendance of Supervisory Board and Committee meetings in 2020 was as follows:

Pursuant to C-rule 36, 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 five meetings of the Presidential and Nomination Committee in 2020, 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 five meetings during the year. It pre-dominantly 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 2020, the auditors Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. (including their network within the meaning of section 271b Austrian Commercial Code) received EUR 3.57 mn for the annual audit, EUR 0.89 mn for other assurance services, EUR 0.10 mn for tax advisory services, and EUR 1.15 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 2020, five meetings of the Portfolio and Project Committee were held.

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 four times during 2020. Executive Board members were invited to attend parts of some of the meetings of the Remuneration Committee.

hkp/// group was appointed by the Remuneration Committee and provided remuneration advice to the Committee, which included the elaboration of best practice comparisons with regard to Executive Board remuneration, advice on the appropriate structure and level of Executive Board compensation in line with regulatory requirements and market practice as well as support for the finalization of the remuneration policy.

In 2020 hkp/// group was also appointed by OMV and by OMV Petrom. They provided advice to OMV, in relation to governance processes between OMV and OMV Petrom, and to OMV Petrom on the development and drafting of the Remuneration Policy for of the Executive and Supervisory Board of OMV Petrom. hkp/// group provided advise on the development of OMV’s Remuneration Report and supported the Remuneration Committee in discussion the Remuneration Policy. The consultant company did not advise the OMV Executive Board in matters relating to 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 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 participation ¹

The Group works council holds regular meetings with the Executive Board in order to exchange information on developments affecting employees. Furthermore, the Group 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, five 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.