Organization and Responsibilities
The Supervisory Board consists of ten members representing the shareholders. They are appointed by the shareholders in an Annual General Meeting. The members are internationally qualified and experienced and come from different branches of industry. Austrian law requires that for every two shareholder representatives one employee representative is nominated by the works council to the Supervisory Board. Therefore, five employee representatives sit on the Supervisory Board.
The Supervisory Board appoints the Executive Board, and supervises management’s conduct of business. The Executive Board runs the business on its own responsibility. It is the body that represents and manages the Company.
In the Internal Rules for the Supervisory Board the responsibilities and procedures are laid down. These are inter alia
- Invitations must be issued fifteen days before a meeting;
- written documentation must be sent out in time - at least one week before the meeting;
- that quorum is constituted, if all Supervisory Board members have been duly invited and more than one third of the members is in personal attendance;
- written circular procedures for passing a resolution in urgent cases;
- rules governing conflicts of interest.
Reports and approvals also relate to subsidiaries. Resolutions require a simple majority. OMV attaches importance to Supervisory Board members’ holding only a very limited number of other directorships.
The OMV Committees
Apart from the plenary Supervisory Board 5 committees are set up.
Presidential and Nomination Committee:
This committee is responsible for approvals expressly delegated to it by the plenary Board, within predefined limits. It also discusses succession planning for the Executive Board and submits to the general shareholders meeting proposals for Supervisory Board assignments. Finally the committee is authorized to decide in urgent cases.
Members:
Feldmann (Chairman), Hlawati (Deputy Chairwoman), Al Mazrouei (Deputy Chairman), Al Kuwaiti, Redlich, Auer
Audit Committee:
Among other things, the Audit Committee is responsible for drawing up the accounts, and for valuations, provisions, risk management policies, management letters and the internal audit program, as well as reviewing the results of audits and making recommendations to the Supervisory Board, in cooperation with the auditors and Corporate Internal Audit. The audit committee has one financial expert.
Members:
Tumpel-Gugerell (Chairwoman), Stadler (Deputy Chairwoman), Al Kuwaiti (Deputy Chairwoman), Feldmann, Stajic, Doboczky, Bunderla, Schorna, Auer
Portfolio and Project Committee:
This committee discusses major projects with the Executive Board and approves individual cases after explicit authorization rendered by the Supervisory Board.
Members:
Renard (Chairman), Stajic (Deputy Chairman), Al Mazrouei (Deputy Chairman), Al Kuwaiti, Doboczky, Rose, Auer, Redlich, Schachenhofer
Sustainability and Transformation Committee:
The purpose of the Sustainability and Transformation Committee is to support the company's Supervisory Board in reviewing and monitoring OMV's strategy with regard to sustainability, ESG related standards and performance as well as processes and specifically performance in HSSE (health, safety, security, the environment) and, in particular, climate change. Furthermore, the Committee serves to support and oversee the transformation process towards a more sustainable business model, including the cultural integration of strategically significant acquisitions.
Members:
Doboczky (Chairman), Renard (Deputy Chairman), Stadler, Al Kuwaiti, Stajic, Schachenhofer, Schorna, Bunderla
Remuneration Committee:
This committee deals with all matters concerning the remuneration of the Executive Board members.
Members:
Feldmann (Chairman), Hlawati (Deputy Chairwoman), Al Mazrouei (Deputy Chairman), Stadler, Tumpel-Gugerell
A self-assessment of the Supervisory Board is performed on an annual basis. In particular, the results of the assessment in 2020 emphasized the importance of sustainability as integral part of the strategy and the importance of having the right competencies and market oversight with regard to developments and perspectives in the area of sustainability. A Sustainability and Transformation Committee was established in Q4 2021. The self-assessment 2021 included questions on the weight of sustainability in the Supervisory Board’s discussions and decisions. The importance of sustainability/ESG and climate issues was stressed even more in the results, as well as the need to tackle the challenges of the climate change and the energy transition, by leveraging the work of the new Committee as well as further increasing the expertise in the area of sustainability, innovation and climate change – by means of trainings as well as by considering sustainability /transformation skills when nominating new members for the Supervisory Board of OMV AG (e.g. Jean-Baptiste Renard who accompanied the transformation of Neste as non-executive director).
The Supervisory Board’s compensation is determined annually by resolution of the Annual General Meeting for the previous financial year.
As determined by the Annual General Meeting of June 3, 2022:
- EUR 30,000 for the Chairman
- EUR 25,000 for the Deputy Chairman
- EUR 20,000 for the other members
- EUR 14,000 for the Chairman of a Committee
- EUR 12,000 for the Deputy Chairman of a Committee
- EUR 10,000 for the other members of a Committee
- EUR 400/Supervisory Board Meeting - attendance fee
- EUR 60,000 for the Chairman
- EUR 37,500 for the Deputy Chairman
- EUR 30,000 for the other members
- EUR 30,000 for the Chairman of a Committee
- EUR 18,750 for the Deputy Chairman of a Committee
- EUR 15,000 for the other members of a Committee
- EUR 600/Supervisory Board Meeting - attendance fee
The Supervisory Board does not participate in stock option plans.
D&O Insurance
OMV insures directors and officers of OMV and of its fully consolidated subsidiaries in that capacity for compensation amounts due to personal civil legal liability as well as defense costs in civil legal proceedings. The insurance does not provide cover for deliberately, fraudulently or dishonestly committed wrongful acts of these directors.
In 2004, the AGM consented to contract D&O insurance for the members of the Supervisory Board of OMV Aktiengesellschaft and amended the Articles of Association in order to authorize the Executive Board to take out such insurance. The conclusion of a D&O insurance for the members of the Executive Board of OMV Aktiengesellschaft has to be approved by the Supervisory Board.
OMV has clear rules with regard to conflicts of interest:
- Members of the Supervisory Board shall not assume any function in third companies which are competitors of OMV.
- In general, the granting of loans by OMV to members of the Supervisory Board shall not be permitted.
- The conclusion of contracts with members of the Supervisory Board or with companies, in which a member of the Supervisory Board has a considerable economic interest, requires the approval of the Supervisory Board. Supervisory Board Members Stefan Doboczky and Elisabeth Stadler are Chairman/Chairwoman 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 approval has been obtained.
- All conflicts of interest must be disclosed immediately to the Chairman of the Supervisory Board.