ÖBB Annual Report 2023

105 Group Management Report Österreichische Bundesbahnen-Holding Aktiengesellschaft Consolidated Financial Statements | Group Management Report 60 Entrepreneurial action within the ÖBB Group is forward-looking. This is also reflected in the longevity of ÖBB assets such as infrastructure facilities or rolling stock. ÖBB is aware of its role in society as a publicly owned company, as one of the largest companies in the country and as one of the largest employers and apprenticeship trainers in Austria. ÖBB is also the country’s largest builder, largest mobility service provider and offers rail logistics solutions from the first to the last mile for a wide range of industries across the entire Eurasian continent. Accordingly, ÖBB assumes its social responsibility. Measures are implemented on an ongoing basis to achieve our goals in order to continually develop as a company. An excerpt of the most important measures that were implemented or continued in the 2023 financial year is provided in Sections G.1 to G.17. Management, structure and decisions GRI 2-9, 2-10, 2-11, 2-12, 2-13, 2-17, 2-20, 3-3 Management structure of the highest boards of governance As a capital market-oriented company and due to the high level of public interest, the ÖBB Group bases the organisation and communication of its corporate governance on international standards and best practice methods and, since April 2014, on the Public Corporate Governance Code of the Federal Government (previously on the Austrian Corporate Governance Code). The Executive Board of ÖBB-Holding AG pursues a corporate strategy that is in the best interests of the company, taking into account the interests of the owner, the Republic of Austria and the employees. In the 2023 financial year, the Executive Board of ÖBB-Holding AG consisted of two persons who exercised the diligence of prudent and conscientious management in their function. It reports regularly to the Supervisory Board on the development of business and submits certain business transactions of ÖBB-Holding AG or its Group companies to the Supervisory Board for approval in accordance with the rules of procedure for the Management Board and Supervisory Board as well as the Articles of Association and the law. The strategic direction of the ÖBB Group is determined in close consultation with the Supervisory Board. The Supervisory Board is responsible above all for monitoring the management and determining the allocation of business. The basis for the activities of the Supervisory Board is primarily the German Stock Corporation Act (AktG), the Articles of Association, the Rules of Procedure for the Supervisory Board and the Federal Public Corporate Governance Code (B-PCGK). Together, the Supervisory Board and the Executive Board of ÖBB-Holding AG form the bodies for decisions relating to economic, ecological and social topics. No members of the Management Board of the same company are represented on the highest body of control, the Supervisory Board. The members of the Supervisory Board are independent and are elected for a maximum of five years. Prior to their election, all Supervisory Board members are obliged to disclose their other board functions. A balanced gender distribution in accordance with the Gender Equality Act is ensured and fulfilled or strived for by most Group companies in accordance with the federal government’s B-PCGK. In addition, there is a balanced representation of people from different areas of society and the economy. General information on the structure of the decision-making bodies is available in the Annual Report 2023 and in the Corporate Governance Report. Appointments to the highest management bodies, be they board members or managing directors, are subject to the obligation to advertise in accordance with the Vacancies Act. Decisions are made by nomination and personnel committees of the Supervisory Board as well as hearings involving external consultants who make a pre-selection. Criteria such as professional expertise, independence, diversity and the views of stakeholders (including shareholders) are taken into account. Sustainability management As a company, the ÖBB Group is guided by the three pillars of sustainability: ecology, economy and social responsibility. A sustainability board was set up in 2021 to ensure a constant exchange of information on key sustainability topics at the level of the management board members and managing directors. Those members of the management board and managing directors responsible confer with each other there on the sustainability agendas. Meetings are held several times a year at which the most important sustainability issues are discussed and the Group’s strategic direction is determined. In addition, the Group Sustainability platform was also established. The respective sustainability coordinators from the holding company and the subgroups meet several times a year. In this context, Group-wide sustainability issues are discussed including the implementation measures for the ÖBB sustainability strategy and its 17 building blocks. These internal structures drive the systematisation of professional sustainability management and pave the way for holistic management of sustainability issues within the ÖBB Group. MR60 |