GOV-3 – Integration of sustainability-related performance in incentive schemes
The compensation policy for the Management Board of voestalpine AG defines the framework and principles for compensating Management Board members, implementing the requirements of the Austrian Stock Corporation Act (Sections8 to 78b of the Austrian Stock Corporation Act [Aktiengesetz – AktG]) as well as the Austrian Code of Corporate Governance. The compensation policy currently in effect was prepared by the General Committee, acting in its capacity as the Compensation Committee of voestalpine AG, and was formally approved by the Supervisory Board in its meeting held on June 4, 2024. It was submitted to the 32nd Annual General Meeting of the company for a vote on July 3, 2024.
The key principles of the compensation policy, along with detailed information on the compensation of the members of the Management Board and Supervisory Board, are presented in the compensation report for the Management and Supervisory Boards for the business year 2024/25. The report was audited by Deloitte Audit Wirtschaftsprüfungs GmbH and will be submitted for approval to the 33rd Annual General Meeting of voestalpine AG on July 2, 2025.
Since both the compensation policy and the compensation report will be submitted to the Annual General Meeting for approval, feedback from stakeholders will also be taken into account. The voting results for the compensation report and the compensation policy from the 32nd Annual General Meeting of the company held on July 3, 2024, are published on the voestalpine AG website. The compensation system for the Management Board aims to ensure appropriate compensation in relation to the size and financial position of voestalpine AG and to create incentives for long-term successful corporate management. The compensation of the Management Board members consists of a fixed, non-performance-based salary and a variable, performance-based component. The latter is based on a performance agreement concluded at the beginning of the business year between the Management Board and the general committee of the Supervisory Board of the company. The agreement includes both financial targets in the form of quantitative metrics and non-financial qualitative targets. Care is taken when determining these performance criteria to promote the long-term development of the company and avoid creating incentives for short-term effects only. During the reporting period, non-financial targets included sustainability matters that are not based on performance metrics but are instead of a qualitative nature.
Sustainable action is achieved by setting quantitative targets for a three-year period.
The shareholder representatives on the Supervisory Board receive fixed compensation without any variable components. The compensation of the members of the Supervisory Board is therefore not dependent on the achievement of specific sustainability targets. Members of the Supervisory Board appointed by the employee representatives do not receive Supervisory Board compensation (including attendance fees).
GOV-3 – E1 Climate change
Climate-related considerations form part of the variable compensation of voestalpine’s Management Board. Details regarding the proportion of compensation-relevant climate-related criteria and their formulation are included in the compensation report for voestalpine AG’s Management and Supervisory Board members for the business year 2024/25, in the chapter “Remuneration of the Management Board.”