- Investigation report finds process irregularities in all three partial investigations
- Investigation report finds no sufficient legal basis for actionable misconduct by former CEO Rainer Seele
- Supervisory Board to propose discharge to Annual General Meeting
The special audit, commissioned by the OMV Supervisory Board, in connection with a possible misconduct by former CEO Rainer Seele has been completed. It has been conducted by the German law firm Gleiss Lutz and the Austrian law firm hba. The report was presented to the Supervisory Board today.
Possible breaches of duty and resulting potential claims for damages against the former CEO Rainer Seele were investigated in the following areas: 1) conclusion of a side agreement with an OMV executive, 2) conclusion of a sports sponsorship agreement with the Zenit St. Petersburg football club in 2018, and 3) the amendments to the gas supply agreements with Gazprom Export in 2018.
No sufficient legal basis for actionable misconduct
According to the investigation report presented to and discussed by the Supervisory Board, the former Chairman of the OMV Executive Board, Rainer Seele, acted within the scope of his authorization when making changes to gas supply agreements in 2018. Indications of deviations from internal company guidelines were found in the conclusion of a side agreement with an OMV executive and in the conclusion of the sports sponsorship agreement with the Zenit St. Petersburg football club. Nevertheless, legal experts are of the opinion that both agreements were concluded in a legally binding manner, explains lawyer Johannes Zink of the law firm hba: “Despite established deviations from internal company guidelines, no actionable misconduct on the part of the former CEO could be determined”. As a result, there are no further reasons preventing the discharge of the former executive at the next Annual General Meeting according to Zink.
No action for damages
Following an extensive discussion, the Supervisory Board has decided not to sue Rainer Seele for damages.
Chairman of the Supervisory Board Mark Garrett: “We have taken the allegations very seriously and we commissioned an external investigation. The Supervisory Board therefore follows the recommendation of the legal experts and, as things stand today, will not instigate legal action and will propose to the upcoming Annual General Meeting that the former Chairman of the Executive Board be discharged.
However, the findings of the investigation also show negligence by the former CEO in the interpretation of OMV’s strict compliance rules and code of conduct, which the OMV Supervisory Board does not tolerate. It was therefore right and important to initiate a comprehensive review of the allegations as a clear signal that behavior of this kind has no place in OMV. As a result, we have sharpened our internal guidelines, which now stipulate a formal approval by the Supervisory Board for strategically significant contracts.”