Number and significant content of the meetings of the Supervisory Board and Committee meetings in the business year 2025/26

Number and significant content of the meetings of the Supervisory Board and Committee meetings in the business year 2025/26

During the business year 2025/26, the Supervisory Board fulfilled its responsibilities under the law and the Articles of Association, holding six plenary sessions, three meetings of the Audit Committee, two 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 addition to these ongoing reports, at its meetings in the business year 2025/26 the Supervisory Board also considered the proposal to elect a new member following the resignation of Dr. Heinrich Schaller and the reappointment of those three members of the Management Board whose term of office ends on March 31, 2027. At the meeting on March 18, 2026, Mag. Gerald Mayer as Chief Financial Officer and Dr. Carola Richter as Head of the Metal Forming Division were each reappointed for five years and thus for the period from April 1, 2027 to March 31, 2032. Dipl.-Ing. Dr. Reinhard Nöbauer, Head of the High Performance Metals Division, has been reappointed for three years, i.e., for the period from April 1, 2027 to March 31, 2030; he will be 67 years of age when his term of office ends on March 31, 2030. The Supervisory Board also dealt with the amendments to the Austrian Code of Corporate Governance made in January 2025, the review of Strategy 2030+, the succession planning process at voestalpine, the energy mix required for various metallurgy transformation scenarios in the period through 2050, including the associated procurement opportunities, and, building on the previous year, the expansion of the circular economy on the basis of sustainable—in particular scrap-based—recycling models. Another ongoing 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 and sustainability reporting. In contrast to the previous year, the 2025/26 sustainability reporting is not carried out voluntarily in accordance with the requirements of the European Sustainability Standards (ESRS), but on the basis of the Sustainability Reporting Act (Nachhaltigkeitsberichtsgesetz – NaBeG), which came into force in Austria in February 2026. Other matters discussed at the Audit Committee included the auditor’s independence, the internal control system, the risk management system, and Internal Audit and compliance matters.

The General Committee dealt with the proposal for a resolution on the election of a new member of the Supervisory Board at the 2025 Annual General Meeting and the proposal to the Supervisory Board for the reappointment of Gerald Mayer, Dipl.-Ing. Dr. Reinhard Nöbauer and Dr. Carola Richter as members of the Management Board. In addition, it dealt with Management Board target achievement and contractual matters. The Compensation Committee supervised compliance with the compensation policy as part of the employment contracts of Management Board members.

The representatives of the auditing firm Deloitte Audit Wirtschaftsprüfungs GmbH attended all three meetings of the Audit Committee in the business year 2025/26 and were available for questions and discussions.

At its meeting on March 18, 2026, 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.

ESRS
European Sustainability Reporting Standards.

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