Sustainability is fully embedded in our Business Strategy, integrated as an essential component for the long-term increased value of our business.
Shareholder structure
At the end of 2021, the Company had the following shareholding: OMV Aktiengesellschaft, the holding company of the OMV Group and one of Austria’s largest listed industrial companies 51.0 %, Romanian State – 20.64%, Fondul Proprietatea S.A. 7.0% while 21.4% were freely traded as shares within the Premium category of the Bucharest Stock Exchange and as global depository receipts within the Standard category on the main market of the London Stock Exchange.
More information in relation to its shareholding can be found in OMV Petrom Annual Report 2021 and the Company’s website. OMV Petrom is managed in a two-tier system, consisting of a Supervisory Board and an Executive Board. This system allows us to carefully examine all material economic, social, and environmental aspects that influence our success and the relationship with our stakeholders. OMV Petrom complies with almost all of the provisions set forth in the Corporate Governance Code issued by the Bucharest Stock Exchange that entered into force on January 4th, 2016.
Supervisory Board
The Supervisory Board is appointed for a 4-year mandate by the General Meeting of Shareholders and consists of nine non-executive members. The President of the Supervisory Board is appointed by decision of the Supervisory Board amongst its members. The Supervisory Board monitors, supervises and controls the activity of the Executive Board. Yearly and at least on the occasion of each (re)appointment of the Supervisory Board members, we conduct an evaluation of their independence based on the criteria provided by the Corporate Governance Code, which includes an evaluation by a Supervisory Board member, followed by an external assessment. The Supervisory Board has established two committees from among its members, namely the Audit Committee and the Presidential and Nomination Committee. The Audit Committee assists the Supervisory Board on topics such as financial reporting, external auditing, internal auditing, internal controls and risk management, as well as compliance, conduct and conflicts of interest. The Presidential and Nomination Committee’s main role is to be involved in the Executive Board’s succession planning. At the same time, the Presidential and Nomination Committee deals with Executive Board remuneration and the content of the mandate contracts of the Executive Board members.
Remuneration Policy
OMV Petrom implemented a new Remuneration Policy for the Executive Board and Supervisory Board of the Company, applicable starting 2021 financial year. The Remuneration Policy is aligned with OMV Petrom’s long-term strategy, current market practice, as well as OMV Petrom’s shareholders’ views and interests. It follows our core principle of pay for performance. The Executive Board remuneration consists of fixed and variable compensation elements, as well as benefits. The variable remuneration (which comprises a Long-Term Incentive Plan and Annual Bonus) includes performance criteria directly related to the Company’s sustainability performance (total recordable incident rate, carbon emissions reduction goals, other HSSE KPIs, etc). This reflects our commitment to focus on the Environmental and Social priorities that are relevant for our industry, our company and our shareholders. For more information on our Remuneration Policy and Remuneration Report, see our website.
The Executive Board
The Executive Board is appointed for a 4-year mandate by the Supervisory Board and consists of five members whose current mandate runs until April 2023. The Executive Board establishes the strategy and policies regarding the development of the Company, manages the daily activities and operations of the Company and reports to the Supervisory Board on a regular basis on all relevant issues concerning the course of business, strategy implementation, risk profile and risk management of the Company. Sustainability-related topics, including issues relating to the key material aspects (HSSE, climate change, business ethics), are subjects to discussions in the Executive Board meetings and are integrated into the Company’s daily activities and management processes. The Executive Board approves the Sustainability Strategic Framework of the Group and the annual Sustainability Report and is informed of the progress in the Sustainability Strategy implementation. More information about our corporate governance system can be found in the OMV Petrom Annual Report 2021.
Our functional experts and key stream leaders from corporate functions, acting as topic owners for strategic sustainability matters, are our most important players in the development of the sustainability framework incorporated in our Business Strategy as well as in its implementation.
According to internal regulations, the accountability for the OMV Petrom Sustainability Strategy and targets lies with the Executive Board. Moreover, we nominated the personnel in charge with the implementation of the OMV Petrom Sustainability Strategy 2025 and the revised Sustainability Framework 2030 in a series of task force teams, while our network of experts in sustainability matters monitor the progress on the implementation of the planned actions and prepare reports. Our experts report directly to their line managers, who further report to the Executive Board members. Their tasks include reporting on the progress in achieving the strategic targets, important events related to material topics and other sustainability initiatives. The ESG topics are on the agenda of OMV Petrom’s dedicated task forces, with the participation of all Executive Board members, directors and relevant Senior Vice Presidents.
At corporate level (within the OMV Petrom Group), our Sustainability Department from our Group functions, coordinates the corporate sustainability projects and is responsible for contributing to and reporting on sustainability-related topics to internal and external stakeholders. It is also responsible for all social corporate awareness campaigns and stakeholder communication.
