Sustainability governance

Our Sustainability framework is fully embedded in the 2030 Business Strategy, with a focus on transition to low carbon business, running responsible operations, fostering people & communities and innovation & digitalization.

Shareholder structure

At the end of 2022, the Company had the following shareholding structure: OMV Aktiengesellschaft, the holding company of the OMV Group and one of Austria’s largest listed industrial companies 51.2%, the Romanian State – 20.7%  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 -28.1% More information in relation to the Company’s shareholding can be found on its website, as well as in the OMV Petrom Annual Report 2022.


OMV Petrom is managed in a two-tier system by the Executive Board under the supervision of the Supervisory 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 the provisions set forth in the Bucharest Stock Exchange Corporate Governance Code issued in 2016. Information on the Company’s compliance status with the principles and recommendations stipulated under the Bucharest Stock Exchange Corporate Governance Code can be found in the OMV Petrom Annual Report 2022.

The Supervisory Board consists of nine non-executive members appointed by the General Meeting of Shareholders (except for interim members appointed by the Supervisory Board), one of which acts as President, following appointment of the Supervisory Board. 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 focuses mainly on the Executive Board’s succession planning and remuneration. The Supervisory Board monitors, supervises and controls the activity of the Executive Board. The Supervisory Board, via the Presidential and Nomination Committee, also assesses the performance of the Executive Board, including by reference to sustainability criteria. On an annual basis, the Supervisory Board performs a self-evaluation, based on the criteria provided by the Bucharest Stock Exchange Corporate Governance Code, under the leadership of the President of the Presidential and Nomination Committee. The outcome of the Supervisory Board’s self-evaluation is presented in the Annual Report. Also, information on the independence of the Supervisory Board members is included on the Company’s corporate website.
The Executive Board is appointed for a 4-year mandate by the Supervisory Board and consists of five members. The Executive Board manages the daily activities and operations of the Company, establishes the strategy and policies regarding the development of the Company, ensures implementation of and compliance with the principles of corporate governance within the Group 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. The Executive Board is also responsible for managing the organization’s impacts on the economy, environment, and people. This includes oversight over all material topics described in this Report, such as climate change mitigation and adaptation, human rights, safety, etc. Sustainability-related topics, including issues related to the key material aspects (HSSE, climate change, business ethics), are subject 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 2022.


OMV Petrom has a Remuneration Policy in place for the Executive Board and Supervisory Board starting financial year 2021. Following the launch of the 2030 Strategy, an updated Remuneration Policy was prepared by the Presidential and Nomination Committee in close cooperation with independent consultants. The revised policy was then approved by the Supervisory Board and then by the Ordinary General Meeting of Shareholders in April 2022, with a majority of 92% of votes cast. 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 includes a Long-Term Incentive Plan and annual bonus, is aligned with the 2030 Strategy and places a strong emphasis on sustainability performance, including additional ESG related key performance indicators. This reflects our commitment to focus on environmental and social priorities that are relevant for our industry, our company, and our shareholders. In line with good governance practice, no Executive Board member is involved in establishing his or her own remuneration. 

The Presidential and Nomination Committee evaluates and decides on all matters concerning the sustainability performance achieved and remuneration of the Executive Board members, after reviewing a large set of information, including relevant market data and trends, input from shareholders and internal data.

OMV Petrom publishes a Remuneration Report annually indicating how the Remuneration Policy was applied during the financial year and how the actual remuneration of the Executive Board members is linked to both the financial and ESG performance of the Company.

For more information on the Remuneration Policy and Remuneration Report, please see our website and the OMV Petrom Annual Report 2022.

Our functional experts and key stream leaders from corporate functions, who act as topic owners for strategic sustainability matters, are our most important contributors in the development of the sustainability framework incorporated in our 2030 Strategy as well as in its implementation.

The accountability for the OMV Petrom Sustainability Framework and its targets lies with the Executive Board. Moreover, we nominated the personnel in charge of the implementation of the OMV Petrom Sustainability short- and medium-term targets in a series of task force teams, while our network of experts in sustainability matters monitor the progress of the planned actions implementation. Our experts report directly to their line managers, who further report to the respective 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 subjects 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 a corporate level, our Sustainability Department from our Group functions, coordinates the corporate sustainability projects and is responsible for contributing to and reporting on ESG-related topics to internal and external stakeholders. The Sustainability Department is also responsible for all social corporate awareness campaigns and stakeholder engagement.