During the business year 2019/20, the Supervisory Board fulfilled its responsibilities under the law and the Articles of Association, holding six plenary sessions, three meetings of the Audit Committee, and five meetings of the General Committee.
In both the plenary sessions and the Audit Committee meetings, the Management Board provided comprehensive oral and written information regarding the development of the company’s business as well as its financial management and position. At its final meeting for the reporting period on March 19, 2020, the Supervisory Board dealt intensively with the economic distortions arising from the COVID-19 pandemic, its potential ramifications for voestalpine, and the measures the Management Board has planned.
In addition to discussions of regular reports on the Group’s current business and financial position, at its meetings the Supervisory Board dealt particularly with scenarios regarding CO2-reduced steelmaking, voestalpine’s digitalization strategy, issues related to innovation and information technology as well as the revision of the rules of procedure for the Management Board. Both the General Committee and the Supervisory Board discussed the proposal regarding the candidates for the elections to the Supervisory Board at the Annual General Meeting on July 3, 2019, as well as the 2019 Austrian Corporate Law Amending Act (Aktienrechts-Änderungsgesetz), especially the new rules and regulations thereunder regarding both the Compensation Policy and the Compensation Report (“say on pay”). Moreover, the General Committee dealt with the revision of the rules of procedure for the Supervisory Board and the lawsuit that a shareholder filed against the election of Dr. Wolfgang Eder to the Supervisory Board of voestalpine AG after the Annual General Meeting 2019. This court case was suspended in perpetuity in the first quarter of calendar year 2020 and thus has ended.
The Audit Committee dealt, in particular, with the implementation of a procedure for selecting a new auditor at the Annual General Meeting 2019; the preparation and audit of the company’s Consolidated Financial Statements and Annual Financial Statements 2019/20; the auditor’s independence; as well as issues related to the internal control system (ICS), the risk management system, and Internal Audit.
The auditor, Grant Thornton Unitreu GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna, Austria, attended the meeting of the Audit Committee on June 4, 2019, and was available for questions and discussions. The auditor, Deloitte Audit Wirtschaftsprüfungs GmbH, which had been elected by the Annual General Meeting on July 3, 2019, attended the meetings of the Audit Committee in September and December 2019. All meetings of the Audit Committee in the business year 2019/20 thus were attended by the auditor, and the latter was available for questions and discussions.
The Supervisory Board postponed the self-evaluation under Rule 36 of the Corporate Governance Code, which was planned for the meeting on March 19, 2020, to the meeting on June 2, 2020, because not all members of the Supervisory Board were present in person owing to the COVID-19 pandemic and the associated stay-at-home orders and travel restrictions and because it makes sense to carry out a self-evaluation in a meeting at which all participating members are present in person.
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