The Vienna Insurance Group adheres to the Austrian Code of Corporate Governance. As amended in January 2009, the Code includes 83 rules for good corporate governance, divided into three categories:
- Rules based on mandatory legal requirements (legal requirement)
- Rules based on standard international requirements. Non-compliance with these rules must be declared and justified in order to attain conduct in compliance with the Code (comply or explain)
- Rules of a purely recommended nature. Non-compliance with these rules need not be disclosed or justified (recommendation)
The Vienna Insurance Group complies with all of the “legal requirements” of the Austrian Corporate Governance Code in accordance with the law. The Vienna Insurance Group deviates from three “comply or explain” rules, as explained below:
The fixed and performance-linked remuneration components granted during the financial year are to be disclosed for each individual member of the management board in the corporate governance report. This also applies if the remuneration is provided via a management company.
The remuneration granted to supervisory board members during the reporting period is to be disclosed for each individual member of the supervisory board in the corporate governance report. As a rule, no provision has been made for stock option plans for members of the supervisory board. If stock option plans are granted in exceptional cases, all of the details of these plans are to be resolved by the general meeting.
Explanation: The principles of the compensation paid to members of the Managing Board and Supervisory Board are published, as is the total compensation paid to all members of the Managing Board and the Supervisory Board. Detailed information on the individual compensation received by the members of the Managing Board and Supervisory Board would have relatively little informational value to investors and is not published in the corporate governance report in the interests of respecting the rights to privacy of members of the Managing Board and Supervisory Board.
The supervisory board shall set up a nominating committee. In cases of supervisory boards with not more than 6 members (including employee representatives) this function may be exercised by all members jointly. The nominating committee submits proposals to the supervisory board for filling management board positions that become free and deals with issues of successor planning.
Explanation: Because of its particular importance, the issue of successor planning is handled by the Supervisory Board as a whole. The Supervisory Board of VIENNA INSURANCE GROUP Wiener Städtische Versicherung AG has for that reason not set up a nominating committee.