Corporate Governance

• Austrian Code of Corporate Governance
  The Austrian Code of Corporate Governance became effective in October 2002. The Code provides Austrian stock corporations (Aktiengesellschaften) with a framework for management and control.
  
  
• The basis of the Code
  The Code is based on the provisions of Austrian stock corporation, stock exchange, and capital market law, the EU recommendations on the tasks of the members of the supervisory board and the remuneration of directors, as well as the OECD Principles of Corporate Governance. Since 2002, the Code has undergone a number of revisions. The latest amendment was made in January 2023. Companies voluntarily undertake to adhere to the Code.
  
  
• The goal of the Code
  The Code aims to establish a system of management and control of companies and groups that is accountable and geared to create sustainable, long-term value. It is designed to increase the degree of transparency for all stakeholders of a company.
  
  
• voestalpine
  The Management Board and the Supervisory Board of voestalpine AG recognized the Austrian Code of Corporate Governance in 2003 and have also implemented the amendments introduced since that date.

  Additional information on the Code of Corporate Governance

• Compliance with the Austrian Code of Corporate Governance
  In the business year 2023/24 voestalpine AG complied with the Code’s mandatory “L Rules” in addition to all “C Rules”—with the exception of C Rule 39, from which it deviated—and all “R Rules”. 
  

Rule 39:
Pursuant to Rule 39, the majority of committee members shall satisfy the independence criteria stipulated by the Supervisory Board in accordance with C rule 53.
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 the General Committee (which simultaneously serves as the Nomination Committee) and of the Compensation Committee. Owing to his former position as the Chairman of the Management Board of voestalpine AG until July 3, 2019, Dr. Eder does not fulfill one of the criteria of independence that the Supervisory Board has established in accordance with Rule 53.
Given this appointment, therefore, these two Committees are not complying with Rule 39 of the Code, because the majority of the members elected by the Annual General Meeting is not independent as required under the Supervisory Board’s stipulated independence criteria.
By electing Dr. Wolfgang Eder to the position of Chairman of the Supervisory Board and, therefore, also to the chairmanship of the General and the Compensation Committees, the Supervisory Board is acting in the company’s interest. Specifically, it is relying on the fact that Dr. Wolfgang Eder possesses not only many years of experience both in the industry and in management but also insight into the Group. 
From August 2024, Dr. Wolfgang Eder will satisfy all of the independence criteria established by the Supervisory Board, with the result that full compliance with Rule 39 will once again be assured from the aforementioned date. 

Given that the majority of the members of the Supervisory Board elected by the Annual General Meeting have declared that they fulfill the independence criteria established by the Supervisory Board, continued compliance with C rule 53 is assured. 

The Corporate Governance Codex contains the following rules:

“L rules” (= Legal) are measures prescribed by law;
“C rules” (= Comply or Explain) must be justified in the event of non-compliance;
“R rules” (= Recommendations) are recommendations only.