Supervisory Board

OMV’s Supervisory Board consists of ten members elected by the Annual General Meeting (shareholders’ representatives) and five members delegated by the Group’s Works Council. Two of the current shareholders’ representatives were elected at the 2019 Annual General Meeting (AGM), one at the 2020 AGM, one at the 2021 AGM, and six at the 2022 AGM. The members of OMV’s Supervisory Board in 2022 and their appointments to supervisory boards of other domestic or foreign listed companies, as well as any management functions held, are shown below.

Chairman
(Chief Executive Officer, Marquard & Bahls AG until June 30, 2022)
Seats: Umicore, Orica (since January 15, 2023)

Deputy Chairwoman (until June 3, 2022)
(Chief Executive Officer, Österreichische Beteiligungs AG until January 31, 2022)
Seats: VERBUND AG, Telekom Austria AG, Erste Group Bank AG

Deputy Chairwoman (since June 3, 2022)
(Chief Executive Officer, Österreichische Beteiligungs AG since February 1, 2022)
Seats: VERBUND AG, Telekom Austria AG, Post AG

Deputy Chairman
(Deputy Chief Executive Officer, Direct Investments, Mubadala Investment Company)
Seats: Abu Dhabi Commercial Bank (ADCB)

(Executive Director Energy, Mubadala Investment Company)
No seats in domestic or foreign listed companies

(Chief Executive Officer, Heubach Group since January 10, 2022)
No seats in domestic or foreign listed companies

(since June 3, 2022)
Seats: Neste Oyj (until March 30, 2022)

(Strategy Advisor, Abu Dhabi National Oil Company until July 1, 2022)
No seats in domestic or foreign listed companies

(Chief Executive Officer, VIENNA INSURANCE GROUP AG – Wiener Versicherung Gruppe)
Seats: voestalpine AG

(since June 3, 2022)
(Executive Director, Österreichische Beteiligungs AG)
Seats: VERBUND AG

(until June 3, 2022)
No seats in domestic or foreign listed companies

(until June 3, 2022)
No seats in domestic or foreign listed companies

Seats: Commerzbank Aktiengesellschaft, VIENNA INSURANCE GROUP AG – Wiener Versicherung Gruppe, AT&S Austria Technologie & Systemtechnik Aktiengesellschaft

• Alexander Auer, *1969
• Hubert Bunderla, *1965
• Mario Mayrwöger, *1976 (since June 7, 2022)
• Nicole Schachenhofer, *1976
• Angela Schorna, *1980
• Gerhard Singer, *1960 (until June 7, 2022)

More detailed information about all members of OMV’s Supervisory Board, including their professional careers, can be downloaded from OMV’s website at www.omv.com > About us > Supervisory Board.

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 six women and four non-Austrian nationals (as per December 31, 2022). The members of the Supervisory Board are aged between 42 and 70.

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 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 have declared their independence from the Company and its Executive Board during the 2022 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, Stefan Doboczky, Jean-Baptiste Renard, 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 2022 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.

Positions and committee memberships in 2022

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. Five 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 2022). In 2022, 8 meetings of the Supervisory Board and 28 committee meetings were held. In particular, the Executive Board and the Supervisory Board discussed OMV’s strategy. Christoph Swarovski attended fewer than half of the meetings of the Supervisory Board. Saeed Al Mazrouei attended fewer than half of the meetings of the committees he has been elected to.

Attendance of Supervisory Board and committee meetings in 2022 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 five meetings of the Presidential and Nomination Committee in 2022, in which discussions focused on Executive and Supervisory Board matters.

Audit Committee

This committee performs the duties established by section 92 (4a) of the Austrian Stock Corporation Act. The committee held seven meetings during the 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 as well as 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.

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 2022, the auditors Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. (including their network within the meaning of section 271b of the Austrian Commercial Code) received EUR 3.47 mn for the annual audit, EUR 0.60 mn for other assurance services, EUR 0.19 mn for tax advisory services, and EUR 0.40 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 2022, five meetings of the Portfolio and Project Committee were held.

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 transformation process toward a more sustainable business model, including the cultural integration of strategically significant acquisitions. The committee held four meetings during the 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 seven times during 2022. 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.

Based on the results of a benchmarking study carried out by the hkp/// group, the remuneration of OMV’s Supervisory Board was adjusted in 2022.

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 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) of the Austrian Stock Corporation Act. Attention is drawn to the fact that the Supervisory Board members Mark Garrett and Elisabeth Stadler are, or were in the reporting year, 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, the appropriate 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

The Group’s Works Council holds regular meetings with the Executive Board in order to exchange information on developments affecting employees. 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.

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.