Consolidated Corporate Governance Report 2022/23

Commitment to the Code of Corporate Governance

The Austrian Code of Corporate Governance (the “Code”) provides domestic stock corporations with a framework for managing and monitoring their companies. It serves to establish a system for managing and controlling companies and groups that is accountable and geared toward 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; and 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 2023.

• The Code can be accessed at www.corporate-governance.at

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 Austrian Code of Corporate Governance and have also accepted and implemented the amendments introduced since that date. voestalpine AG is thus committed to complying with the Austrian Code of Corporate Governance as amended.

In the business year 2022/23, voestalpine AG complied with the Code’s mandatory “L Rules” in addition to all “C Rules”—with the exception of C Rule 39, from which it deviated—and all “R Rules.”¹

Under the Code’s provisions, any non-compliance with its C Rules (comply or explain) must be explained and justified. By providing the following explanation, voestalpine AG is adhering to the Code’s requirements:

Rule 39:

Under C Rule 39, the majority of committee members shall satisfy the independence criteria established by the Supervisory Board in accordance with C Rule 53. In addition to one employee representative, the General and Compensation Committee includes two members elected by the Annual General Meeting. Having been elected Chairman of the Supervisory Board of voestalpine AG with effect from April 1, 2022, pursuant to the Supervisory Board’s rules of procedure Dr. Wolfgang Eder also chairs both the General Committee (which simultaneously serves as the Nominating Committee) and the Compensation Committee. Owing to his prior position as Chairman of the Management Board of voestalpine AG until July 3, 2019, Dr. Eder does not fulfill one of the Supervisory Board’s criteria of independence as stipulated in Rule 53 of the Code. As a result, these two committees do not comply with Rule 39 of the Code, because the majority of the committee members elected by the Annual General Meeting do not fulfill the independence criteria required by the Supervisory Board. By electing Dr. Eder as Chairman of the Supervisory Board and thus also Chairman of the General and Compensation Committee, the Supervisory Board is relying—in the company’s interest with regard to these key responsibilities—on his many years of experience in both the industry and management as well as his insights into the Group. 

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 2022/23 annual financial statements. The review did not bring to light any facts and circumstances that would cause us to assume that the company’s Consolidated Corporate Governance Report 2022/23 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 that, in the business year 2022/23, voestalpine AG complied with Rules 77 through 83 of the Code to the extent that they are C-Rules.

The external review report may be viewed on the company’s website: www.voestalpine.com.

Linz, Austria, May 26, 2023

The Management Board

¹  The Austrian 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.