The Managing Board had the following members in financial year 2011:
Martin Diviš (until 30 June 2011)
Franz Kosyna (from 1 July 2011)
Compensation plan for members of the Managing Board
The Managing Board of the Company manages Vienna Insurance Group. In some cases, responsibility is also assumed for additional duties in subsidiaries or related companies.
Managing Board compensation takes into account the importance of the Group and the responsibility that goes with it, the economic situation of the Company, and the market environment. The variable portion of the compensation emphasises the need for sustainability in a number of ways; achieving sustainability depends to a large extent on satisfying performance criteria that extend beyond a single financial year.
The performance-related portion of the remuneration has an upper limit and accounts for approximately 40% of total possible income. The awarding of such compensation presupposes that consideration has been given to the sustainable development of the Company and the Group. The Managing Board is not entitled to the performance-related component of compensation if performance fails to meet certain thresholds. Even if the performance target is fully met in a financial year, because of the focus on sustainability the full variable compensation component is only awarded if satisfactory performance is also reported in the following year.
In 2011, the key performance criteria for variable compensation are the combined ratio and profit before taxes for 2011 and 2012.
Managing Board compensation does not include stock options or similar instruments.
After waiving their 2009 and 2010 bonuses for the previous year (in spite of good results) in recognition of the difficult situation faced by customers and employees, the Managing Board was granted a bonus in 2011.
The Managing Board had six members in 2011, with Mr. Diviš leaving his position in the Company with Supervisory Board approval in order to focus more strongly on the Czech Vienna Insurance Group. Franz Kosyna has been a member of the Managing Board since 1 July 2011.
The standard employment contract for a member of the Vienna Insurance Group Managing Board includes a pension equal to a maximum of 40% of the measurement basis if the member remains on the Managing Board until the age of 65 (the measurement basis is equal to the standard fixed salary). The rules for Managing Board members with many years of prior service differ in that the percentage of the measurement basis is higher for historical reasons (up to 55%), and additional amounts are awarded for remaining on the Managing Board at the Supervisory Board’s request after the age limit has been reached.
A pension is normally received only if a Managing Board member’s position is not extended, and the member is not at fault for the lack of extension, or the Managing Board member retires due to illness or age.
In cases where the Austrian Employee and Self-Employment Provisions Act (Mitarbeiter- und Selbstständigen-Vorsorgegesetz) is not applicable by law, Vienna Insurance Group Managing Board contracts provide for a severance payment entitlement structured in accordance with the provisions of the Austrian Employee Act (Angestelltengesetz), as amended in 2003, in combination with applicable sector-specific provisions. This allows Managing Board members to receive a severance payment equal to two to twelve months’ compensation, depending on the period of service, with an additional 50% if the member retires or leaves after a long-term illness. A Managing Board member who leaves of his or her own volition before retirement is possible, or leaves due to a fault of his or her own, is not entitled to a severance payment.
The expenses (cash claims and provisions for future claims) for severance payments and pensions of EUR 1,452,000 in 2011 (EUR 17,228,000) include EUR 481,000 (EUR 1,550,000) in severance payment and pension expenses (cash claims and provisions for future claims) for senior management (leitende Angestellte) as defined in § 80(1) AktG and former members of the Managing Board and their survivors, and provisions for future severance payments and pension claims of members of the Managing Board.
The members of the Managing Board received EUR 4,450,000 (EUR 2,588,000) in remuneration for their services to the Company during the reporting period. The members of the Managing Board received EUR 1,471,000 (EUR 504,000) from subsidiaries during the reporting period. EUR 184,000 (EUR 0) of this amount was charged to the Company in the form of an intercompany charge. The Company in turn charged subsidiaries EUR 544,000 (EUR 436,000) for the Managing Board members.
No compensation for former members of the Company’s Managing Board or their survivors is reported following the demerger. Any such claims were transferred to Wiener Städtische as part of the demerger and are reported in that company’s 2011 annual report as compensation of former members of the Managing Board (including survivors).