Number and significant content of the meetings of the Supervisory Board and Committee meetings in the business year 2024/25
During the business year 2024/25, the Supervisory Board fulfilled its responsibilities under the law and the Articles of Association, holding eight plenary sessions, three meetings of the Audit Committee, six meetings of the General Committee and one meeting of the Compensation Committee.
In both the General Committee and the Audit Committee meetings, the Management Board provided comprehensive verbal and written information on the position of the company as well as the operational performance of voestalpine AG along with its divisions, including information on financial management.
In business year 2024/25, in addition to these ongoing reports, the Supervisory Board focused in particular on the compensation policies for the Members of the Management Board and the Supervisory Board, preparations for the new election of the Supervisory Board at the 2024 Annual General Meeting, the sale of Buderus Edelstahl GmbH (Wetzlar, Germany), the restructuring of automotive component manufacturing in Germany and the review of Strategy 2030+, including the transformation of metallurgy up to the completion of decarbonization and the expansion of the circular economy on the basis of sustainable—in particular scrap-based—recycling models. Another focus of the Supervisory Board meetings was the Management Board’s report on progress on the implementation of steps towards decarbonizing steel production (greentec steel) at the Linz, Austria, and Donawitz, Austria, sites.
The Audit Committee concerned itself chiefly with the preparation and review of voestalpine AG’s Consolidated and Annual Financial Statements, the auditor’s independence, and topics related to the current and future structure of the internal control system, the risk management system, and Internal Audit. The review of false accounting entries that were deliberately carried out by a German subsidiary in the Metal Forming Division and consequently improved the results, which were uncovered in February 2024 (see Non-financial Statement/Sustainability Report 2024/25 chapter G1-4—Incidents of corruption or bribery) was the focus of three meetings of the Audit Committee held in the business year 2024/25.
The Audit Committee also addressed the requirements of Directive (EU) 2022/2464, the Corporate Sustainability Reporting Directive (CSRD), and the preparation and audit of the consolidated non-financial statements of voestalpine AG. In response to this increase in reporting requirements, the members of the Supervisory Board held a separate meeting to discuss the obligations arising from the implementation of the CSRD. This meeting also focused on the concrete implementation of sustainability reporting in the voestalpine Group.
In addition to contractual matters concerning Members of the Management Board, the General Committee dealt in particular with the proposal concerning the compensation policies for the Members of the Supervisory Board for submission to the Supervisory Board and subsequently to the 2024 Annual General Meeting and, in its capacity as a nomination committee, with a proposed resolution on the new election of the Supervisory Board at the 2024 Annual General Meeting.
The Compensation Committee prepared a proposal concerning the compensation policy for the Management Board members for submission to the Supervisory Board and subsequently to the Annual General Meeting of voestalpine AG on July 3, 2024.
The representatives of the auditing firm Deloitte Audit Wirtschaftsprüfungs GmbH attended all three meetings of the Audit Committee in the business year 2024/25 and were available for questions and discussions.
At its meeting on March 18, 2025, the Supervisory Board also carried out the self-evaluation required under Rule 36 of the Code and, after asking the Management Board to leave the room, used a list of questions to address the general cooperation between the Management Board and the Supervisory Board, the quality and scope of the documents made available to the Supervisory Board, and organizational issues.