Consolidated Corporate Governance Report 2025/261

Consolidated Corporate Governance Report 2025/261

Commitment to the Code of Corporate Governance

The Austrian Code of Corporate Governance (the “Code”) provides domestic stock corporations with a framework for managing and monitoring their companies. It serves to establish a system for managing and controlling companies and groups that is accountable and geared to creating sustainable, long-term value. This is designed to ensure a high degree of transparency for all stakeholders of a company.

The Code is based on the provisions of Austrian stock corporation, stock exchange, and capital market law; the EU recommendations regarding the responsibilities of members of supervisory boards and the compensation of directors; and the OECD Principles of Corporate Governance. The Code has undergone a number of revisions since 2002. The present Corporate Governance Report is based on the Code’s most recent amendment, which was adopted in January 2025.

The Code achieves validity when companies voluntarily undertake to adhere to it. The Management Board and the Supervisory Board of voestalpine AG decided as early as in 2003 to recognize the Code of Corporate Governance and have with one exception implemented all amendments made up until 2025 by the end of the reporting period. voestalpine AG is thus committed to complying with the Austrian Code of Corporate Governance as amended.

In the business year 2025/26, voestalpine AG complied with the Code’s mandatory L Rules in addition to all C Rules, and all R Rules with the exception of R Rule 40 a.2

1 This report contains disclosures required in accordance with the Corporate Sustainability Reporting Directive (CSRD) and European Sustainability Reporting Standards (ESRS) concerning the composition, professional qualification, and experience of the management body (GOV-1 G1 Business conduct).

2 The Code of Corporate Governance contains the following rules: “L Rules” (= Legal) are measures prescribed by law; non-compliance with the “C Rules” (= Comply or Explain) must be justified; “R Rules” (= Recommendations) are recommendations.

CSRD
Corporate Sustainability Reporting Directive.
ESRS
European Sustainability Reporting Standards.

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