Committees of the Supervisory Board

Committees of the Supervisory Board

The Articles of Association authorize the Supervisory Board to appoint committees from among its ranks and to define their rights and responsibilities. The committees may also be given the right to make decisions. In accordance with the ratio defined in Section 110 (1) Austrian Labor Constitution Act (Arbeitsverfassungsgesetz – ArbVG), the employee representatives on the Supervisory Board have the right to nominate members with a seat and a vote for Supervisory Board committees. The following Supervisory Board committees have been established:

GENERAL COMMITTEE

The General Committee simultaneously serves as the Nomination Committee as defined in the Code. The Chairman of the Supervisory Board and one or all of his deputies are members of the General Committee. With the exception of matters concerning relations between the company and the members of the Management Board, pursuant to Section 110 (1) ArbVG one or two employee representatives are also members of the General Committee.

The General Committee is responsible for executing, amending, or rescinding directors’ contracts with members of the Management Board as well as for all matters associated with the administration of Management Board members’ stock option plans. As the Nomination Committee, the General Committee submits recommendations to the Supervisory Board concerning candidates for positions on the Management and/or Supervisory Board that are becoming vacant. The General Committee is authorized to make decisions in urgent cases.

Members of the General Committee of the Supervisory Board:

  • Dr. Wolfgang Eder (Chairman)
  • Dr. Heinrich Schaller
  • Hans-Karl Schaller (until 04/30/2025)
  • Manfred Hippold (since 05/01/2025)

AUDIT COMMITTEE

The Audit Committee is tasked with the responsibilities set forth in Section 92 (4a) AktG and in Rule 40 of the Code. Hence it is responsible for monitoring the financial reporting process; reviewing and monitoring the auditor’s independence and supervising their work; reviewing and preparing the adoption of the annual financial statements; reviewing the proposal for the appropriation of earnings, the Management Report, and the Consolidated Corporate Governance Report; and approving non-audit services. It is also tasked with monitoring the consolidated financial reporting process, reviewing the Group’s Consolidated Financial Statements, and submitting a recommendation for the selection of the auditor. Furthermore, the Audit Committee is responsible for monitoring the effectiveness of the Group-wide internal control system, Internal Audit, and the risk management system as well as for reporting the findings from its reviews to the Supervisory Board.

Members of the Audit Committee of the Supervisory Board:

  • KR Dr. Franz Gasselsberger, MBA (Chairman)
  • Dr. Wolfgang Eder
  • Dr. Heinrich Schaller
  • Prof. Elisabeth Stadler (since 07/03/2024)
  • Hans-Karl Schaller (until 04/30/2025)
  • Josef Gritz (until 06/30/2024)
  • Gerhard Scheidreiter (since 07/01/2024)
  • Manfred Hippold (since 05/01/2025)

COMPENSATION COMMITTEE

The Compensation Committee consists of at least two shareholder representatives, including the Chairman of the Supervisory Board. It prepares proposals for the Compensation Policy applicable to the members of the Management Board and monitors whether the directors’ contracts with Management Board members comply with the policy.

Members of the Compensation Committee of the Supervisory Board:

  • Dr. Wolfgang Eder (Chairman)
  • Dr. Heinrich Schaller
  • Hans-Karl Schaller (until 04/30/2025)
  • Manfred Hippold (since 05/01/2025)

In the business year 2024/25, the majority of members of all Supervisory Board committees, with the exception of the General Committee and the Compensation Committee, met the criteria for independence pursuant to Rule 53 of the Austrian Code of Corporate Governance. In addition to one employee representative, the General and the Compensation Committee comprise two members elected by the Annual General Meeting. Following his election as the Chairman of the Supervisory Board of voestalpine AG effective April 1, 2022, and pursuant to the Supervisory Board’s internal rules of procedure, Dr. Wolfgang Eder also assumed the chairmanship of both the General Committee (which simultaneously serves as the Nomination Committee) and the Compensation Committee. Owing to his prior position as the Chairman of voestalpine AG’s Management Board until July 3, 2019, Dr. Eder did not fulfill one of the Supervisory Board’s criteria of independence pursuant to Rule 53 as of July 4, 2024. Given this appointment, therefore, the two Committees deviated from Rule C 39 of the Code, because the majority of the Committee members elected by the Annual General Meeting was not independent as required under the independence criteria stipulated by the Supervisory Board in the reporting period as of July 4, 2024. By electing Dr. Eder as Chairman of the Supervisory Board and thus also Chairman of the General and Compensation Committee, the Supervisory Board has and continues to rely—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.

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