Consolidated Corporate Governance Report 2021/22

      Commitment to the code of corporate governance

      The Austrian Code of Corporate Governance (“Code”) provides domestic stock corporations with a framework for managing and monitoring their company. It serves to establish a system for managing and controlling companies and groups that is accountable and geared to creating sustainable, long-term value. This is designed to ensure a high degree of transparency for all stakeholders of a company.

      The Code is based on the provisions of Austrian stock corporation, stock exchange, and capital market law; the EU recommendations regarding the responsibilities of members of supervisory boards and the compensation of directors; as well as the OECD Principles of Corporate Governance. The Code has undergone a number of revisions since 2002. The present Corporate Governance Report is based on the Code’s most recent amendment, which was adopted in January 2021.1

      The Code achieves validity when companies voluntarily undertake to adhere to it. The Management Board and the Supervisory Board of voestalpine AG decided as early as 2003 to recognize the Code of Corporate Governance and have also accepted and implemented the amendments introduced since that date. voestalpine AG thus commits itself to comply with the Austrian Code of Corporate Governance as amended.

      In addition to the mandatory “L Rules,” the company also complies with all of the “C Rules” and “R Rules” of the Code in the business year 2021/22.1

      External evaluation of compliance with the corporate governance code

      The Austrian Code of Corporate Governance provides for a regular external evaluation of the company’s compliance with the Code. This evaluation was carried out by the Group’s auditor as part of the audit of the 2021/22 financial statements. The review did not bring to light any facts and circumstances that would cause us to assume that this company’s Consolidated Corporate Governance Report 2021/22 does not comply with material aspects of the Code. Compliance with the Code’s C rules pertaining to the auditor (Rules 77 through 83) was reviewed and confirmed by the law firm, WOLF THEISS Rechtsanwälte GmbH & Co KG. This review confirmed compliance with Rules 77 through 83.

      The external review report may be viewed on the company’s website:

      Linz, Austria, May 24, 2022

      The Management Board

      Herbert Eibensteiner

      Franz Rotter

      Franz Kainersdorfer

      Peter Schwab

      Robert Ottel

      Hubert Zajicek

      1 The Code of Corporate Governance contains the following rules: “L Rules” (= Legal) are measures prescribed by law; non-compliance with the “C Rules” (= Comply or Explain) must be justified; “R Rules” (= Recommendations) are recommendations.

      This report is a translation of the original German-language report, which is solely valid.