Transparency and stakeholder trust are important to us, as is observance of and compliance with the provisions of the Austrian Code of Corporate Governance.
The Austrian Code of Corporate Governance, introduced in 2002 and updated several times since then, is the standard for good corporate governance and management control in Austria. The rules making up the Code contribute to the strengthening of trust in the Austrian capital market, and the report companies are required to publish regarding compliance with these requirements supports a high level of transparency.
The Vienna Insurance Group views corporate governance as an on-going process that changes constantly in response to new conditions and current trends and that must be continuously improved for the benefit of the Group and all of its stakeholders. The goal of all Corporate Governance measures taken is to ensure responsible corporate management oriented towards long-term growth with simultaneously effective company controls.
In this regard, the Vienna Insurance Group’s new corporate structure, introduced in mid-2010, creates clear areas of responsibility and enables optimal management of activities in Central and Eastern Europe. The Vienna Insurance Group, as a listed group holding company, concentrates on international management and thereby ensures the Group’s efficient and successful continued development.
As part of corporate governance in practice, the Managing Board, the Supervisory Board and the employees of the Vienna Insurance Group all regard observance of and compliance with the rules of the Austrian Code of Corporate Governance to be a matter of great importance. In what follows, the Vienna Insurance Group’s declaration of adherence to the Code, discussions regarding areas of deviation, and detailed information on the composition of, procedures followed by, and the compensation of the Managing Board and Supervisory Board, are clearly presented in a structured manner.
The Vienna Insurance Group is committed to the application of and compliance with the most recent version of the Austrian Code of Corporate Governance (January 2010). The rules are divided into the following three categories:
- Rules based on mandatory legal requirements (“Legal requirements”).
- Rules based on standard international requirements. Non-compliance with these rules must be declared and explained in order to comply with the Code (“Comply or explain”)
- Rules that merely possess the character of recommendations. Non-compliance with these rules need not necessarily be disclosed or explained (“Recommendation”)
The Vienna Insurance Group complies with all of the “legal requirements” of the Austrian Corporate Governance Code as required by law. The Vienna Insurance Group deviates from three “comply or explain” rules, as explained below:
The fixed and variable performance-linked annual remunerations of each individual Management Board member are to be disclosed in the Corporate Governance Report for each financial year. This shall also apply if the remuneration is paid through a management company.
The remuneration for the financial year to supervisory board members is to be reported in the Corporate Governance Report for each individual member of the supervisory board. Generally, there are no stock option plans for members of supervisory boards. Should stock option plans be granted in exceptional cases, then these must be decided in every detail 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. There are no stock options plans for members of the Managing Board or Supervisory Board. Detailed information on the individual amounts of compensation received by Managing Board and Supervisory Board members 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 those Boards.
The Company endeavours to keep the total operating compensation of its Managing Board members approximately at comparable net levels, even when a board member is subject in part to different taxation requirements in other countries due to additional operational functions. The result of these efforts has led the corporation to give individual members of the Managing Board lower gross compensation than other Managing Board members, such that the publication of the individual salaries does not have any real significance.
The supervisory board shall set up a nomination committee. In cases of supervisory boards with not more than six members (including employees’ representatives) this function may be exercised by all members jointly. The nomination committee submits proposals to the supervisory board for filling mandates that become free in the Management Board 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 the VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe for this reason has not set up a nomination committee.