Business Ethics and Anti-Corruption

OMV is a signatory to the UN Global Compact. Although we are headquartered in Austria – a country with high business ethics standards – we operate in several countries in the Middle East, North Africa, Asia-Pacific, and Central and Eastern Europe that are defined as high risk by the Transparency International Corruption Perception 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 at 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 with regard to bribery, fraud, theft, and other forms of corruption. Based on this policy, 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 for 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 Group’s Code of Conduct. For the workforce and business partners of the Borealis Group, the Borealis Ethics Policy remains applicable as the relevant working instruction for ethical behavior and business conduct., which reflects both the expected standards and the high expectations of our shareholders. The Code of Conduct gives expression to OMV’s values and defines OMV’s mindset in conducting business responsibly with the focus, among other things, on ethical and legal standards. The Code of Conduct applies to all OMV employees in the Group. All suppliers and business partners are required to share OMV’s values and comply with the defined ethical and legal standards.

The Code of Business Ethics 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.

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 externals can confidentially and anonymously make a whistleblower report 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 including policies, audits, and trainings. The system aims to anchor OMV’s business ethics policies throughout the organization and to ensure their correct implementation.

In 2013, OMV became the first organization in Austria to comply with the comprehensive IDW Assurance Standard 980. The IDW Assurance Standard 980 is the benchmark certification standard for DAX and ATX companies. The OMV Compliance Management System is regularly reevaluated under IDW PS 980.

Risk Assessments and Audits

Both external and internal risk factors, in particular changes in 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).

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 Perception 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 the 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 criminal conduct are assessed in greater depth. Such an assessment involves the potential business partner, its direct and indirect shareholders, other investors, and the ultimate beneficiaries of directly or indirectly involved legal entities. To that end, OMV requests that counterparties provide information focused on corruption, money laundering, other criminal conduct, and related sanctions as per OMV’s standardized know-your-customer (KYC) questionnaire.

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 criminal conduct. In cases where intermediaries, lobbyists, or consultants are engaged, we use a third-party service provider to do comprehensive research, including field research. Furthermore, supplier assessments conducted by the OMV Procurement department include a compliance analysis.

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 were set up for OMV Petrom, such as third-party background checks of OMV Petrom’s business partners.

Whistleblowing

We have established channels to help identify ethical misconduct at an early stage. 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, which can help identify breaches of ethical standards. To this end, OMV Group has introduced a whistleblower mechanism – the Integrity Platform. Anyone can access it online (omv-group.integrityplatform.org) and anonymously report an issue relating 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. Acting as a whistleblower does not bring any adverse consequences. The report will be analyzed, and an answer provided through the same platform within ten days. Identified violations of ethical standards will be handled further 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, the employees are trained on the topics of donations and sponsorships as well as the requirements for dealing with intermediaries and lobbyists.

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

The training on antitrust law we provide concentrates on the rules for dealing with competitors, customers, and suppliers. Employees are also trained on conduct in markets where OMV has a market-controlling role. An overview of existing sanction rules and trade bans rounds out the content of the training.

The participants in the online and face-to-face training sessions are selected and invited to participate in 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 adjusted and taken into account.

Raising Awareness

OMV has launched a compliance app that employees can use on their mobile phones. This provides employees with 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; retrieve useful guidance on all ethics topics; and submit reports on ethical misconduct over the secure Integrity Platform messaging service.

2021 Actions

In 2021, we expanded our Integrity Platform in view of new European legal requirements. The Integrity Platform can now be used to make reports of perceived violations in the following legal areas:

• Conflicts of interest
• Cartels/unfair competition
• Capital market law
• Public procurement
• Environmental protection
• Product/food safety and consumer protection
• Corporate tax regulations
• Data protection

Outlook

Our goal is to operate a state-of-the-art compliance management system and to have these high standards verified and approved in the course of an external recertification under the IDW PS 980 standard in 2022. Additionally, in 2022, Borealis plans to start an external certification process with the aim of obtaining ISO 37301 (Compliance Management) and ISO 37001 (Anti-Bribery Management Systems) certification. Further, we strive to foster the digital availability of compliance services and information in particular by broadening the functions of the OMV compliance app, for example, implementing a compliance news feed service with regular updates for all employees.

Target 2025

• Conduct in-person or online business ethics trainings for all employees

Status 2021

• 16,020 employees in the OMV Group trained in business ethics in 2021. This number is composed of 9,020 e-learnings and 477 face-to-face trainings at OMV, and 5,996 CodeOne e-learnings and 527 in-person trainings at Borealis.

Relevant SDGs

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