Bearbeitung Agentur Corporate Governance Roadshow Wolfgang C. Berndt Chairman of the Supervisory Board November, 2019 OMV Aktiengesellschaft
Agenda 1 Structure, composition and governance of OMVs Supervisory Board 2 Work and focus topics of OMVs Supervisory Board 3 Remuneration program of OMVs Executive Board 2 Corporate Governance Roadshow, November 2019
OMVs two-tier Board structure Supervisory Board Two boards with distinctive roles: Executive Board (EB) responsible for managing the company and representing it vis vis third parties Supervisory Board responsible for monitoring and…
Experience, skills and diversity of Supervisory Board Board Structure Analysis OMV Benchmark Comparison, July 20191 OMV 2017 OMV 2019 Change Peers' average4 Peer's min Peer's max Governance System two tier two tier Number of Board…
CVs of Chairman and Deputies of OMVs Supervisory Board WOLFGANG THOMAS ALYAZIA BERNDT SCHMID AL KUWAITI Chairman 1st Deputy Chairman 2nd Deputy Chairwoman Tenure Appointed May 14, 2019 Appointed May 14, 2019 Appointed May 22, 2018…
OMVs Supervisory Board and its Committees Supervisory Board Presidential & Remuneration Project & Audit Nomination Committee Committee Portfolio Committee Committee Key Identify, evaluate and recommend Determine the Prepare decision on…
Diversified international shareholder base Shareholder structure 1 Geographical distribution of institutional investors (27.7%) 1 0.4% 0.2% 8.2% 7% Consortium 31.5% agreement - 18% 31% Free float BAG & MPPH 56.4% 327.3 mn…
Shareholder BAG a valuable portfolio and a clear mission Created in 2019, BAG is an independent holding that actively manages a diverse portfolio of companies in which the Republic of Austria holds a significant shareholding BAGs…
Agenda 1 Structure, composition and governance of OMVs Supervisory Board 2 Work and focus topics of OMVs Supervisory Board 3 Remuneration program of OMVs Executive Board 9 Corporate Governance Roadshow, November 2019
Transformation process of OMV in the past years 2015 2018 Production volume kboe/d 303 427 Production cost 13.2 7.0 USD/boe Turn-around of Clean CCS Operating Result 1.7 3.6 Key Financial EUR bn Indicators ROACE Clean CCS…
OMV share price development vs peers 200.00% 1 Peer average OMV Brent October 31, 2019 150.00% 52 (+120%) 100.00% June 30, 2015 25 50.00% 0.00% -50.00% -100.00% 1 BP, Equinor, Eni, Galp, Mol, Neste,…
Priorities of Supervisory Board work Supervisory Board matters Long-term strategy and sustainability Election and onboarding of 5 new SB Ensure the continued execution of the members and a new Chairman in 2019 strategic goals 2025…
Changes in the Organization and the Executive Board 2019 Split of the Downstream division into Refining & Petrochemical Operations and Marketing & Trading Appointment of the Chief Downstream Operations Officer Thomas Gangl Search for…
Focus on sustainability Supervisory Board Engagement Nov Sustainability Strategy 2025 Challenge the EB on progress of 2018 the sustainability strategy beyond Reviewed by the Supervisory Board 2025 with the aim to contribute 5 focus…
Growth strategy is implemented in a safe, responsible and carbon efficient manner Safety first Carbon efficiency Recognition Carbon intensity Lost Time Process safety GHG emissions per unit Injury Rate 3 events 5 OMV Operations…
OMVs Sustainability focus areas Focus Areas Commitments Health, Safety, Zero work related fatalities Security and Stabilize Lost-Time Injury Rate at below 0.30 (per 1 million working hours) Environment Keep leading position for…
Agenda 1 Structure, composition and governance of OMVs Supervisory Board 2 Work and focus topics of OMVs Supervisory Board 3 Remuneration program of OMVs Executive Board 17 Corporate Governance Roadshow, September 2019
Executive Board remuneration: short- and long-term components Max. Component opportunity Outline performance related Non- Base Set at a salary competitive level Share payout; optional 200% of Performance period payout in…
Market assessment of EB compensation Composition of the peer group The peer group is derived from the STOXX Europe 600 oil & gas index as well as from the peers used for the LTIP of OMV: Benchmarking study performed by hkp group…
Market assessment of EB compensation OMVs position within peer group Considering the equally weighted 3 criteria (revenue per Board member, number of employees and market capitalization), OMV is positioned 7th in terms of absolute…
Market assessment of EB compensation Position of CEO within the market range Compared to the oil & gas peer group, the target compensation for the CEO, Rainer Seele, is positioned as follows: For companies that do not disclose…
Clear performance criteria attached to bonus plans 2019 100% Financial targets Key elements Long Term Incentive Plan 50% Free Cash Flow2 50% Relative Total Shareholder Return vs. Focus on long-term value generation Representative…
Current remuneration CEO and Deputy (2018) Rainer Seele Current Target Compensation Compensation, Base Salary 1,100,000 Cash Bonus 1,000,000 Variable components = Cash Compensation 2,100,000 Short-term: 33% Regular assessment…
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Sustainability Governance at OMV The Supervisory Board appoints qualified expert Supervisory Board committees that support the development and execution Presidential and Nomination Audit Remuneration Portfolio and Project of the…
Main selection criteria of the Presidential Committee of the BAG Supervisory Board No public function within last two years Incompatibility Expertise Significant industry and/or executive Not responsible for companys audit management…
CVs of the Executive Board (1/2) Johann PLEININGER Rainer SEELE Deputy Chairman of Reinhard FLOREY Chairman of the the EB responsible CFO EB and CEO for Upstream Appointed July 1, 2015 Appointed September 1, 20151 Appointed July 1,…
CVs of the Executive Board (2/2) Thomas GANGL Member of the EB Rainer SEELE, interim position responsible for Refining & Member of the EB responsible for Petrochemical Operations Marketing & Trading Appointed July 1, 2019 Tenure…
Supervisory Board: shareholder representatives Committees Indepen- End Tenure Presidential & Remunera- Project & Member Age Sex dence of term in years Nomination tion Portfolio Audit Wolfgang 76 Male X 2020 9 Chairman Chairman X X…
Supervisory Board: shareholder representatives Committees Indepen- End Tenure Presidential & Remunera- Project & Member Age Sex dence of term in years Nomination tion Portfolio Audit Stefan 52 Male X 2022 1 Doboczky Elisabeth…
Supervisory Board: employee representatives Committees Indepen- End Tenure Presidential & Remunera- Project & Member Age Sex dence of term in years Nomination tion Portfolio Audit Angela 39 Female 1 X Schorna Christine 55…
CVs of Supervisory Board members Mansour GERTRUDE Stefan Elisabeth AL MULLA TUMPEL-GUGERELL DOBOCZKY STADLER (shareholder (shareholder (shareholder (shareholder representative) representative) representative) representative) Other…
CVs of Supervisory Board members Christoph Karl Christine Cathrine SWAROVSKI ROSE ASPERGER TRATTNER (shareholder (shareholder (employee (shareholder representative) representative) representative) representative) Other President,…
CVs of Supervisory Board members Angela Herbert Alfred Gerhard SCHORNA LINDNER REDLICH SINGER (employee (employee (employee (employee representative) representative) representative) representative) Other Chamber of Labor, Lower…
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