Governance

GOV-1 – The role of the administrative, management and supervisory bodies

The Management Board of Energie AG Oberösterreich is made up of three members, manages the Group’s affairs and represents Energie AG Group externally. In addition to the Austrian Stock Corporation Act (Aktiengesetz), the Commercial Code (Unternehmensgesetzbuch), and the Articles of Association, the actions of the Management Board and Supervisory Board are governed by their respective rules of procedure. The Rules of Procedure of the Management Board regulate the collaboration among the members of the Management Board, the Management Board’s information and reporting duties, and transactions that require approval from the Supervisory Board. The Rules of Procedure of the subsidiaries are based on those of the Management Board and contain equivalent or similar provisions. The allocation of portfolios between members of the Management Board is approved by the Supervisory Board and defines the areas of responsibility of the individual members of the Management Board without prejudicing the Board’s overall responsibility.

Management Board

Dr. Leonhard SCHITTER, MA

Chief Executive Officer (CEO), Chairman of the Management Board

born 16 October 1967; doctorate in law, master’s in European energy management. Joined Energie AG in 2023, appointed CEO as of 1 January 2023. Term of office ends: 31 December 2027.

Board mandates with other organisations:

Supervisory Board mandates in material entities included in the Consolidated Financial Statements:

Commercial Council Mag. Dr. Andreas KOLAR

Chief Financial Officer (CFO), member of the Management Board

born 5 July 1961; degree in business administration, doctorate in social sciences and economics. Joined Energie AG in 1997, appointed to Management Board on 1 January 2012. Term of office ends: 31 December 2025.

Supervisory Board mandates in material entities included in the Consolidated Financial Statements:

Dipl.-Ing. Alexander KIRCHNER MBA

Chief Technology Officer (CTO), member of the Management Board as of 1 August 2024

born 8 November 1979; degree in Industrial Environmental Protection and Process Engineering, Professional MBA in Controlling and Finance. Joined Energie AG in 2024, appointed as a member of the Management Board as of 1 August 2024. Term of office ends: 31 July 2029.

Supervisory Board mandates in material entities included in the Consolidated Financial Statements:

Dipl.-Ing. Stefan STALLINGER MBA

Chief Operating Officer (COO), member of the Management Board until 31 December 2023

born 28 February 1975; degree in industrial engineering and technical chemistry, Global Executive MBA course. Joined Energie AG in 2003, appointed to Management Board on 1 March 2017. Position held until: 31 December 2023 (left the company on 31 March 2024)

Supervisory Board mandates in material entities included in the Consolidated Financial Statements:

Dipl.-Ing. Stefan STALLINGER MBA retired from his position as Chief Technology Officer of Energie AG on 31 December 2023. The Supervisory Board of Energie AG appointed Dipl.-Ing. Alexander KIRCHNER MBA as his successor as Chief Technology Officer at its meeting on 21 March 2024 with effect as of 1 August 2024.

Shareholder structure

Energie AG Oberösterreich is a joint stock company with the following shareholder structure in the 2023/2024 fiscal year:

Supervisory Board

Composition of the Supervisory Board

Shareholder representatives

Provincial Councillor Commercial Council Markus ACHLEITNER, Chairman, Aichkirchen
Solicitor Mag. Stefan LANG, LL.M., Vice-Chairman, Linz
Chief Executive Officer Dr. Heinrich SCHALLER, Deputy Vice-Chairman, Linz
Head of Administrative Department Dr. Miriam EDER, MBA, Linz
Chairman of the Management Board Mag. Dr. Erich ENTSTRASSER, Innsbruck
Managing Director Mag. Dr. Christiane FRAUSCHER, Linz
Member of Management Board Mag. Florian HAGENAUER, MBA, Linz
Chief Executive Officer Dipl.-Ing. Erich HAIDER, MBA, Linz
Deputy to Chief Executive Officer Commercial Council Mag. Michaela KEPLINGER-MITTERLEHNER, Linz
Dr. Elisabeth KÖLBLINGER, Vöcklabruck
Member of Management Board Mag. Kathrin Renate KÜHTREIBER-LEITNER, MBA, Linz
Head of Local Parliamentary Group, Member of State Parliament, Commercial Council Ing. Herwig MAHR, Linz
Gertrude SCHATZDORFER-WÖLFEL, Zipf
Thomas Peter STADLBAUER, MSc MBA MPA, Linz
Provincial Councillor Commercial Council Markus Achleitner, chairman of the highest governance body, is not a senior executive of the Energie AG Group.

Employees’ representatives

Ing. Peter NEISSL, MBA MSc, Head of Works Council, Hartkirchen
Pamela NEUER, Head of Works Council, Leonding (since 25 January 2024)
Edith SCHATZDORFER, Head of Works Council, Pasching(retired on 24 January 2024)
Edith SCHMID, Head of Works Council, Perg
Ing. Bernhard STEINER, Head of Works Council Group Representatives, Ottensheim
Gerhard STÖRINGER, Head of Central Works Council, Zell am Pettenfirst
Christian STROBL, Head of Works Council, Gampern
Andreas WALZER, Head of Works Council, Wels

The Supervisory Board convenes as necessary, and at least four times a year. The Supervisory Board performs no operational tasks. It advises and oversees the Management Board. The Supervisory Board comprises a minimum of six and a maximum of 20 (currently 14) members elected by the annual General Meeting (shareholder representatives) as well as members appointed by the Works Council in line with the Austrian Labour Constitution Act (employee representatives, currently seven). The members of the Supervisory Board (shareholder representatives) are elected by the General Meeting on a rolling basis in accordance with § 87 of the Austrian Stock Corporation Act (Aktiengesetz, AktG). Before the election, persons proposed must present to the General Meeting their professional qualifications, vocational or similar functions along with all circumstances that could give rise to cause for concern over partiality. The term of office for Supervisory Board members terminates at the end of the General Meeting that rules on approving actions for the fourth fiscal year following the election or appointment, unless they were elected for a shorter term; the fiscal year in which the election takes place is not counted. Re-elections are possible.

Employee representatives are appointed in line with § 110 of the Austrian Labour Constitution Act (ArbVG) and the provisions of the regulation governing the appointment of employee representatives to the Supervisory Board (AR-VO).

In accordance with § 86 para 7 of the Austrian Stock Corporation Act (AktG), women must comprise at least 30% of the Supervisory Board, with this figure rounded up or down to the nearest whole number. For the Supervisory Board of Energie AG Oberösterreich, this equates to a minimum of six women. As the curia of shareholder representatives annually objects to an overall assessment for all elections and appointments for the forthcoming fiscal year, the two Supervisory Board curia (shareholder and employee representatives) are required to meet this quota separately.

The Supervisory Board currently has one permanent committee for Management Board-related matters and one Audit Committee. The committee for Management Board-related matters comprises four shareholder representatives appointed by resolution of the full Supervisory Board. When appointing members of the committee for Management Board-related matters, the full Supervisory Board also appoints the chairperson of the committee. The proceedings of the committee for Management Board-related matters is defined in the rules of procedure for the Supervisory Board.

The Audit Committee set up by the Supervisory Board in accordance with § 92 para. 4a AktG is made up of six shareholder representatives appointed by resolution of the full Supervisory Board and three employee representatives appointed from the ranks of all employee representatives by simple majority in line with § 32a AR-VO. One member of the Audit Committee must be a person with relevant knowledge of the requirements of the company and practical experience in the field of finance and accounting as well as reporting (financial expert). When appointing members of the Audit Committee, the full Supervisory Board also appoints the chairperson of the committee. The proceedings of the Audit Committee are defined in § 92 para 4a AktG and the rules of procedure for the Supervisory Board.

In accordance with § 75 AktG, the Supervisory Board appoints members of the Management Board for a maximum of five years. As Energie AG Oberösterreich is subject to the rulings of the Court of Auditors, the provisions of the law on transparency in the filling of positions in state-affiliated companies (Stellenbesetzungsgesetz) are observed.

According to prevailing opinion, members of the Supervisory Board have a duty of loyalty and allegiance to the Company, thereby prioritising the well-being of the Company over possible other interests. The Supervisory Board must remain loyal to the Company, and the interests of the Company must always guide its actions.

According to § 95 para 5(12) of the Austrian Stock Corporation Act, the conclusion of contracts with members of the Supervisory Board which oblige those members to perform services outside of their Supervisory Board activities for the Company or a subsidiary (§ 189a(7) of the Austrian Commercial Code) for remuneration of a not inconsiderable value shall require the consent of the Supervisory Board. The same applies to contracts with companies in which a Supervisory Board member has a significant business interest.

Roles and responsibilities in relation to the oversight of the process for managing material impacts, risks and opportunities

As the body ultimately responsible for sustainability topics, the Management Board makes decisions on the Group’s sustainability policy and the associated targets and material actions. The issue of sustainability and consequently the monitoring, management and supervision of the impacts, risks and opportunities is the responsibility of the full Management Board. It is coordinated by the Group Strategy holding unit and developed in partnership with all organisational units of the Group.

As the body with ultimate responsibility for the legality of the non-financial report, the Supervisory Board reviews the non-financial report for the 2023/2024 fiscal year through an independent voluntary external audit by an auditor, addresses sustainability matters that are strategically relevant and, prospectively, the impacts, risks and opportunities relating to sustainability, and reports on this to the Annual General Meeting in accordance with § 96 AktG.

The non-financial report for the 2023/2024 fiscal year was audited on behalf of the Supervisory Board by Deloitte Audit Wirtschaftsprüfungs GmbH in the form of an audit with limited assurance.

Expertise and skills on sustainability matters

The members of the Supervisory Board and the Management Board have expertise on the topic of sustainability in the areas relevant to Energie AG, such as environmental protection, energy supply, equal treatment and equal opportunities. The specialist knowledge and skills acquired through professional experience or training and further education were evaluated and documented in September 2024, using questionnaires and other methods.

Board members are continually deepening and developing their skills in monitoring sustainability matters. In September 2024, Energie AG offered the members of the Supervisory Board and the Management Board the opportunity to attend a professional development event to further expand their knowledge of sustainability. This event covered specialist topics such as decarbonisation and transition planning, biodiversity and diversity. It also focused on the Supervisory Board’s responsibilities with regard to sustainability reporting and provided an introduction to the regulatory framework, including the materiality assessment in accordance with CSRD/ESRS and the interaction with the EU Taxonomy Regulation and the Corporate Sustainability Due Diligence Directive (CSDDD).

This extensive expertise, combined with constant monitoring of current developments, provides a solid foundation for the management and monitoring of sustainability topics within the Energie AG Group, as well as the associated impacts, risks and opportunities.

GOV-2– Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies

In the reporting period, the Management Board, Supervisory Board and senior executives of Energie AG regularly received information about sustainability matters and about the process and the results of the company’s material impacts, risks and opportunities assessment, and were partly involved in the materiality process. See also IRO-1 – Description of the process to identify and assess material impacts, risks and opportunities.

In the course of the Group-wide strategy and organisation project “LOOP” in the 2022/2023 fiscal year, organisational and content-related steps were defined with a view to ensuring timely implementation of the CSRD within the Group. In December 2023, the comprehensive “ESG Management/CSRD Implementation” project was launched for this purpose.

After the project is completed, the corresponding roles will be handled by the line organisation. Alongside the implementation of ESG sustainability management in the Group strategy and ESG data management for S and G topics in the Controlling and Risk Management holding unit and for E topics in the Technical Management holding unit, other organisational units are closely involved.

The implementation of strategic goals in the sustainability area is assured by linking them closely to the structured annual strategy process. The relevant management teams are responsible for implementing ESG policies in the business and service units.

To ensure ongoing exchanges on ESG topics between the holding company and the business and service units, the ESG Partner Platform was set up with the ESG partners already established for all areas of the Group.

The ESG Steering Committee and the ESG Lab were designed as advisory bodies to the Management Board to assist in decision-making at holding level, with the required interfaces defined.

The ESG Steering Committee was convened five times in the 2023/2024 fiscal year and informed of current ESG topics and the project status. The ESG sustainability management reported to the Management Board at its meetings, which subsequently reported to the Supervisory Board.

Reporting to the Management Board on the ESG impacts, risks and opportunities based on the ESRS materiality assessment took place in April and July 2024. The results of the ESRS materiality assessment were presented to the Supervisory Board in September 2024.

In the future, the Supervisory Board will receive a report on ESG impacts, risks and opportunities once a year, along with the results of the latest materiality analysis. Material financial risks and opportunities are reported to the Supervisory Board by the risk management team on a quarterly basis as part of the structured risk management process that has been in place for many years; see Notes to the Consolidated Financial Statements, Risk and Opportunity Management.

A list of the material impacts, risks and opportunities addressed by the Management Board of Energie AG in the reporting period can be found in section SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model.

GOV-3 – Integration of sustainability-related performance in incentive schemes

At the Energie AG Group, senior executives with budgetary responsibility who report to the Energie AG Management Board, i.e. board members/managing directors, holding company managers and department heads, are integrated into the “Management by Objectives” (MbO) system, see S1 Own workforce, “Management by Objectives” (MbO). These senior executives can earn annual MbO bonuses (variable remuneration) based on the targets set for the respective fiscal year and the extent to which these targets are achieved.

In the 2023/2024 fiscal year, the members of the Management Board and Supervisory Board of Energie AG were not included in any monetary incentive schemes, whether based on sustainability or other key figures.

In the 2023/2024 fiscal year, the first steps were taken to integrate sustainability matters into the company’s incentive systems as part of the “LOOP” strategy and organisation project. For example, specific targets derived from the “LOOP” strategy 2035 were allocated to relevant managers (level V-1 managing directors and holding company directors, level V-2 heads of department) and integrated into the MbO system as personal targets.

The Energie AG Group’s Management Board approves and updates the terms and conditions of the incentive schemes.

No climate-related key performance indicators (KPIs) were taken into account in the remuneration of the members of the Management and Supervisory Boards.

GOV-4 – Statement on due diligence

The following overview indicates the sections of the non-financial report in which the key elements of due diligence can be found:

The “ESG Management/CSRD Implementation” project included defining the individual steps and sub-processes involved in sustainability reporting and work began on developing the material risks and controls. In the 2024/2025 fiscal year this will be developed further and documented.

The processes used by the company to meet its due diligence obligations with regard to sustainability matters are described in the respective related sections.

The basis of the Energie AG Group’s management model is that the Group’s actions are defined by resolutions passed by the management bodies, by the Articles of Association and Rules of Procedure and by Group policies. The Group policies define specific management actions, standardised framework conditions or regulations for certain matters, standardised structures or processes and other similar measures for the area of application defined in the Group policies.

The “Rules for the preparation and amendment of Group policies” Group Policy regulates the process of reviewing all Energie AG Group policies. The draft of a new or amended policy will be sent to the relevant holding company managers and managing directors and to the Group representative body to allow them to comment. The commenting process is documented in an accompanying protocol. Once the Group policies and the commenting protocol have been finalised, these will be submitted to the Management Board for approval.

Quality, safety and environmental management

Customer proximity, transparency and process traceability are top priorities for Energie AG as a quality provider. The whole of Energie AG in Austria and two entities in the Czech Republic are fully certified according to the international standard for a quality management system under ISO 9001.

An integrated quality, safety and environmental (QSE) management system with a focus on sustainability and maximum efficiency is an integrated component of the management systems used by the Energie AG Group (excluding the Czech Republic Segment). As part of the Company’s due diligence measures, the ISO 9001:2015 standard for quality management systems is applied as a Group-wide standard that contributes towards efficient design, continuous improvement and transparent presentation of operational processes and procedures.

There is at least one QSE liaison assigned to all applicable Group companies and holding units. These liaisons are responsible for operational implementation of the QSE management system.

To ensure compliance with relevant environmental and occupational safety requirements, the historical values for the environmental management standards ISO 14001:2015 and EMAS (“Eco Management and Audit Scheme”) as well as occupational health and safety according to ISO 45001:2018 from the already certified entities serve as useful guidelines for the entities that are not certified to ISO 14001:2015 and ISO 45001:2018.

The integrated QSE management system ensures the continuous improvement of the Energie AG Group’s services through the active involvement of executives, employees and customers. Regular examination from internal audits and by independent external and accredited certification bodies guarantees top product and service quality, as well as the best possible processes for customers and partners. The high quality of the QSE management system was confirmed by the re-certification audit carried out by TÜV Süd Landesgesellschaft Österreich GmbH between 22 March and 27 May 2024.

All Energie AG units that have adopted these externally certified quality, safety, environmental and health management systems have structured processes to identify negative impacts on the environment and employee health, which can then be prevented or mitigated accordingly.

All staff in Austria and northern Italy work at entities certified in accordance with quality management standard ISO 9001:2015. 27.10% of the Austrian and Italian workforce is employed at entities certified to environmental management standard ISO 14001:2015. In addition, 28.90% of employees in Austria work in accordance with the Group’s environmental management system EMAS, while 42.80% of Group employees work in units certified under ISO 45001:2018. The additional and specific standards ISO 14001:2015 and EMAS were implemented for the Waste Management Segment, which accounts for 26.73% of employees in Austria, between 2010 and 2013. See S1 Own workforce, S1-14 – Health and safety key figures.

The Grid Segment is certified to QS-GNB 200 (quality requirements for gas grid operators) and TSM P100 (technical safety management in electricity grids) of the Austrian Association for Gas and Water (ÖVGW). The audit concerned industry-specific requirements pertaining to the assessment of gas and electricity grid operators with regard to the qualification and organisation of their technical units. Other certifications held by Netz Oberösterreich GmbH (Netz OÖ GmbH) include ISO 9001:2015 and, since the 2020/2021 fiscal year, ONR 192500:2011 concerning the social responsibility of organisations (CSR). The CSR goals are closely linked with the QSE management system of Netz OÖ GmbH. As with the QSE management system, internal and external audits are regularly carried out in the CSR area to review compliance with the standard and to uphold and renew certification. Certification under ISO 17025:2018 (requirements for the competence of testing and calibration laboratories) was also obtained. The review of the information security management system according to ISO/IEC 27001:2013 standards as part of a follow-up audit confirmed the high level of information systems security at Netz OÖ GmbH. Netz OÖ GmbH is also subject to the NIS Act (Austrian Network and Information Security Act) with the scope “Energy sector for the operation of an electricity distribution system” and demonstrably fulfils the requirements set by it. This provides a solid basis for the planned restructuring of the energy system. In the 2022/2023 fiscal year, Netz OÖ GmbH also became the first Austrian grid operator to be certified in line with ÖVGW QS-GNB 300 (quality requirements on gas grid operators for calorific value determination).

The Waste Management Segment is certified in the areas of quality (ISO 9001:2015), occupational health and safety (ISO 45001:2018), and environment (ISO 14001:2015), and as a qualified waste management operator on the basis of the regulation governing the requirements on waste management operators (RAEF). Energie AG Oberösterreich Umwelt Service GmbH (Umwelt Service GmbH) was the first nationwide waste management company that implemented the current version of the EMAS Certification (Regulation [EC] No. 1221/2009) at all its locations back in 2013. Umwelt Service GmbH has also been certified under EU Regulation 333/2011 (End of Waste Regulation Scrap Metal, Ötztal and Timelkam sites), SURE (Sustainable Resources Verification System), the RAL mark of quality (for the demanufacturing of refrigeration units in Timelkam) and ISO 14024:2018 (resources potential for the demanufacturing plant for refrigeration units in Timelkam). WDL-Wasserdienstleistungs GmbH (WDL GmbH) is also subject to the NIS Act (Austrian Network and Information Security Act) with the scope “Water collection and piped water distribution” and demonstrably fulfils the requirements set by it.

The entities in the Czech Republic are not subject to the Energie AG Group QSE management system. In accordance with the requirements of the respective subsidiaries in the Czech Republic Segment, the two Czech entities ČEVAK, a.s. and VaK Beroun a.s. are certified in accordance with the international standards ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018. This means that just over two thirds of the employees in the Czech Republic work in entities that are certified under quality, environmental and occupational safety standards.

Since December 2022, Energie AG Oberösterreich Erzeugung GmbH (Erzeugung GmbH) has been documenting compliance with RED-II criteria for sustainably produced biomass in the context of the voluntary certification system SURE. The power plant location in Timelkam is also certified under ISO 14001:2015 in the environmental management area; the environmental statement meets the requirements of the EMAS regulation. GuD Timelkam, Netz OÖ GmbH as well as the Group IT Services and Digitalisation department and the Telco department (formerly Energie AG Oberösterreich Telekom GmbH (Telekom GmbH)) of Energie AG Oberösterreich Services und Digital Solutions GmbH (Services und Digital Solutions GmbH) are additionally certified in accordance with the information security management standards ISO 27001:2013 and 27001:2022. Erzeugung GmbH is also subject to the NIS Act with the scope “Operation of the combined cycle gas turbine power plant (CCGT) at the Timelkam site/Operation of the Timelkam CCGT plant” and demonstrably fulfils the requirements set by it.

ISO 27001:2013, TSM P100, ÖVGW QS-GNB 200, ÖVGW QS-GNB 300, ISO 17025:2018, RAL mark of quality, ISO 14024:2018 and SURE are audited and certified separately, not as part of QSE matrix certification.

The governance risk compliance (GRC) management tool implemented in the 2019/2020 fiscal year has now reached the planned scope of use. The processes of the Group companies (with the exception of the Czech Republic Segment) are mapped in this GRC management system, together with their success factors. The tool has been in use for internal and external audits including the associated action monitoring since fiscal year 2020/2021.

GOV-5 – Risk management and internal controls over sustainability reporting

Given the growing importance of sustainability topics to business activity, aspects of ESG are increasingly being incorporated into risk management. The Group-wide risk management system, which actively monitors and manages potential risks and opportunities, is responsible for this.

In the past, the material impacts of Energie AG’s activities on issues resulting from the Austrian Sustainability and Diversity Improvement Act (NaDiVeG) were evaluated in an interactive process based on international standards in collaboration with the relevant business units. The opportunities and risks identified in this way were subjected to a qualitative assessment using a Group-wide uniform assessment method. A net presentation of these opportunities and risks was produced and appropriate actions on risk minimisation were implemented. Opportunities and risks are events outside of “normal” business operations which could potentially have positive or negative impacts. For further information on the Group-wide risk management and the opportunities and risks of Energie AG, please see the Group Management Report and the Notes to the Consolidated Financial Statements, in the section Management of risks and opportunities.

In the 2023/2024 fiscal year, the focus was on further developing ESG risk management in line with ESRS requirements. The materiality assessment process following the principle of double materiality in accordance with the new ESRS guidelines is described in detail in section IRO-1 – Description of the process to identify and assess material impacts, risks and opportunities.

The risk management team of the Controlling and Risk Management holding unit (Group Risk Management) was involved throughout the materiality assessment process. Scales were developed in collaboration with Group Risk Management to assess the impacts and financial relevance. These scales were used as the basis for the evaluation workshops, which were held separately with environment, social and governance experts.

For further information about Energie AG’s internal control system, see the Group Management Report, Internal control system.

The non-financial report is reviewed by the holding company in a comment process before it is submitted to the Management Board for approval.

There is a risk that the sustainability reporting is incomplete because not all material issues have been identified and that incorrect data is included in the sustainability report and the report content is therefore not presented correctly.

Individual sustainability reporting sub-processes have already been established and work on identifying material associated process risks and developing mitigating checks (ESG checks) has already begun. In the 2024/2025 fiscal year this will be developed further and documented in line with the Group’s established “Internal Control System” ICS.

As part of the cyclical ICS audits carried out by the Group Internal Audit holding unit, the ESG checks will also be reviewed in terms of their design and effectiveness in future.

The status of the ICS – including ESG checks – is reported to the Management Board and supervisory bodies in structured, standardised reports.

Group Internal Audit reports on the results of its audits and on the status and effectiveness of the ICS within the Group at the Audit Committee meetings held twice a year.

For information on the risk assessment approach used, including the method used to prioritise risks, see the section on Management of impacts, risks and opportunities.

In the current 2023/2024 fiscal year, sustainability risks were recorded and assessed as part of a project to ensure continuous dialogue between the various departments and project members. This interdisciplinary approach enabled a comprehensive view of the potential risks and their impacts on the company’s sustainability objectives. There are plans to convert the risk assessment into ongoing reporting in future to ensure further integration into business processes and regular monitoring of sustainability risks. This is intended to increase transparency and further reinforce risk management.

For the most significant risks identified and mitigation policies, see the section on Management of impacts, risks and opportunities, the Strategy section and the respective information on policies, actions and targets in the sections for each topic.

Regular reporting on the results of the materiality assessment and the associated risk assessments and their internal controls relating to the sustainability reporting process to the management and supervisory bodies will be integrated into the relevant roles and processes in the coming fiscal years.