ÖBB Annual Report 2025
37 Corporate Governance Gender aspects ÖBB actively promotes equal opportunities for men and women. The ÖBB Group has an institutionalized system of regional equal opportunities officers. They are responsible for compliance with the Equal Treatment Act and ensure that all employees are treated equally. Information on requirements and actions regarding equal treatment, equal opportunities, diversity and inclusion in the ÖBB Group can be found in the Group Management Report, Chapter E.3 Social information in the subchapter "S1 Own workforce". Declaration of compliance / deviations The B-PCGK is applied in the ÖBB Group and is complied with as described in this report. To the extent that deviations from the Code rules are mentioned, they result primarily from the organizational structure of the ÖBB Group and are explained accordingly. – WS Service GmbH has not implemented the B-PCGK in the area of ÖBB-Infrastruktur AG. This is particularly due to the fact that the analogous application of the "governance structure" of the minority shareholder was agreed at WS Service GmbH. – The B-PCGK cannot be implemented in individual companies of the Rail Cargo Austria sub-group due to a lack of majority shareholding (no consent of the co-owner(s)). – All Group companies have D&O management liability insurance for the management and supervisory bodies. The two-tier trigger policy is not applied (C-Rule 8.3.3.1), as this concept hardly exists in Austria or in German- speaking countries due to the risk assessment. This would be difficult to implement due to the limited insurance provider market and would lead to additional premium expenses / costs for the Group. – With regard to the variable salary components, it was decided in 2024 that extraordinary effects that have arisen for objective reasons, such as storm Anett in particular, can be taken into account when assessing the target achievement for 2024. – At ČSAD AUTOBUSY České Budějovice a.s. and ÖBB-Technische Services-GmbH, the Supervisory Board did not have an equal number of men and women as defined in C-Rule 11.2.1.2 as at the reporting date of December 31, 2025. – At Österreichische Postbus AG, one member (with apologies) did not attend more than half of the meetings of the Supervisory Board (C-Rule 11.2.2.3). – The C-Rule 11.6.6, according to which a member of the supervisory body should not simultaneously be a member of the shareholders’ meeting, is not complied with except at ÖBB-Holding AG, as such a combination of roles is permitted under stock corporation law and is a recognized and customary management instrument for corporate groups. In this sense, the members of the Board of Management of ÖBB-Holding AG are also Supervisory Board members in the subsidiaries and members of their Boards of Management are in turn Supervisory Board members in their subsidiaries. The members of the Supervisory Board are thus also members of the respective Shareholders’ meeting. Approval is granted by the other two members of the Board of Management / management or authorized signatories, ensuring that no self-approval occurs. External review of the report In accordance with Rule 15.5, Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. conducted an external review of compliance with the provisions of the Code in 2022. Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. confirmed that the Corporate Governance Report 2022 complies with the provisions of the Federal Public Corporate Governance Code on the basis of the findings obtained in the course of the activities performed. Board of Management and Supervisory Board of ÖBB-Holding AG m.p.
RkJQdWJsaXNoZXIy NTk5ODUz