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;
- quorum, 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 four 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.
Löscher (Chairman), Tumpel-Gugerell (Deputy Chairwoman), Al Kuwaiti (Deputy Chairwoman), Al Mulla, Asperger, Redlich
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.
Tumpel-Gugerell (Chairwoman), Berndt (Deputy Chairman), Al Kuwaiti (Deputy Chairwoman), Draxler, Löscher, Werner, Schorna, Lindner, Singer
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.
Rose (Chairman), Löscher (Deputy Chairman), Al Kuwaiti (Deputy Chairwoman), Al Mulla, Hall, Tumpel-Gugerell, Redlich, Lindner, Singer
This committee deals with all matters concerning the remuneration of the Executive Board members.
Löscher (Chairman), Berndt (Deputy Chairman), Al Kuwaiti (Deputy Chairwoman), Draxler, Tumpel-Gugerell
Independence of Supervisory Board Members
In compliance with the Austrian Code of Corporate Governance the Supervisory Board of OMV determined the criteria of independence for its members. Members of the Supervisory Board have to declare their independence according to these criteria.
All of the members elected by the General Meeting except Helmut Draxler and Herbert Werner, regarding the duration of their terms, have declared their independence from the Company and its Executive Board during the 2017 financial year and up to the time of making such declarations (C-rule 53 of the ACCG). Under C-rule 54 of the ACCG, Peter Löscher, Wolfgang Berndt, Elif Bilgi Zapparoli, Helmut Draxler, Karl Rose, Marc H. Hall, Gertrude Tumpel-Gugerell and Herbert Werner 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 financial year 2017 and up to the time of making such declarations. Peter Löscher, Gertrude Tumpel-Gugerell, Marc H. Hall and Karl Rose were nominated for the election as Supervisory Board members by the nomination committee of the Österreichische Bundes- und Industriebeteiligungen GmbH (“ÖBIB”) and, subsequently (after being so proposed by the Presidential and Nomination Committee and the Supervisory Board), they were elected as Supervisory Board members.
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 May 22, 2018:
- 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
The Supervisory Board does not participate in stock option plans.
OMV insures directors and officers of OMV and its fully consolidated subsidiaries in that capacity as to compensation amounts due to personal civil legal liability as well as defense costs in such civil legal proceedings taken against them. 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.
- All conflicts of interest must be disclosed immediately to the Chairman of the Supervisory Board.