The Supervisory Board reports that it has taken the opportunity to comprehensively monitor the management of the Company, both acting as a whole and periodically by means of its committees, Chairman and Deputy Chairman. Detailed presentations and discussions during meetings of the Supervisory Board and its committees were used for this purpose, as were recurring meetings with the members of the Managing Board, who provided detailed explanations and supporting documentation relating to the management and financial position of the Company and the Group. The strategy, business development, risk management, internal control system and activities of the internal audit department of the Company were also discussed in these meetings.
The Supervisory Board has formed four committees from among its members. Information on the responsibilities and composition of these committees is available on the Company’s website and in the corporate governance report.
One ordinary General Meeting and four Supervisory Board meetings were held in 2012. Three meetings of the Audit Committee were also held. The auditor of the financial statements and consolidated financial statements, PwC Wirtschaftsprüfung GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft (PwC), attended all three Audit Committee meetings and the Supervisory Board meeting dealing with the auditing of the annual financial statements and consolidated financial statements and formal approval of the annual financial statements, as well as the General Meeting. In addition, two meetings of the Committee for Managing Board Matters were also held in 2012.
During a meeting of the Audit Committee, the members of the committee consulted with the (consolidated) financial statements auditor concerning specification of two-way communications without the presence of the Managing Board. Other than this, no agenda items were discussed in the Supervisory Board and committee meetings without the participation of members of the Managing Board. No member of the Supervisory Board attended fewer than half of the Supervisory Board meetings. The Supervisory Board’s evaluation of its activities found that the practices followed satisfied the requirements of the Austrian Stock Corporation Act and the Code of Corporate Governance, and that its organisational structure and procedures were satisfactory in terms of efficiency.
Acting upon the proposal and motion of the Supervisory Board, the General Meeting selected PwC Wirtschafts-prüfung GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft (PwC) to be the financial statements auditor and consolidated financial statements auditor for financial year 2012, and PwC consequently performed these duties in financial year 2012.
By inspecting suitable documents, meeting with the Managing Board and holding discussions with the (consolidated) financial statements auditor PwC, the Supervisory Board Audit Committee was able to form a satisfactory view of the accounting process and the procedure used for auditing the financial statements and consolidated financial statements, and found no reasons for objection. The Supervisory Board Audit Committee also monitored the independence of the financial statements and consolidated financial statements auditor PwC, and after reviewing suitable documents and supporting records submitted to it, particularly with respect to additional services provided for the Company and the Group, was satisfied of the auditor’s independence.
The Audit Committee also reviewed the effectiveness of the internal control system, the internal auditing system and the risk management system by obtaining verbal and written descriptions of the processes and organisation of these systems from the Managing Board, the (consolidated) financial statements auditor and the individuals directly responsible for these areas. The Audit Committee reported on these monitoring activities to the Supervisory Board and stated that no deficiencies had been identified. The Supervisory Board was also given the opportunity during Supervisory Board meetings to satisfy itself about the functional adequacy of the existing control and auditing systems. In addition, the audit plan and the quarterly reports prepared by the internal audit department were debated by the Audit Committee and Supervisory Board and discussed with the head of the internal audit department. The Supervisory Board found no reasons for objections.
In order to prepare the Supervisory Board proposal for selection of the financial statements and consolidated financial statements auditor for financial year 2013, the Audit Committee obtained a list from KPMG Austria AG Wirtschaftsprüfungs- und Steuerberatungsgesellschaft (KPMG) of the fees received by the company broken down by service category, and documents concerning its licence to audit a stock corporation. It was determined that there were no grounds for exclusion or circumstances that could give rise to concerns about impartiality, and that sufficient protective measures had been taken to ensure an independent and impartial audit. It was also verified that KPMG was included in a statutory quality assurance system. The Audit Committee reported to the Supervisory Board on the findings of these investigations and proposed to the Supervisory Board, which subsequently proposed to the General Meeting, that KPMG be selected as financial statements and consolidated financial statements auditor for financial year 2013.
In addition, the Supervisory Board Audit Committee received the 2012 annual financial statements, management report and corporate governance report from the Managing Board, and reviewed and carefully examined them. The Supervisory Board Audit Committee also carefully examined the 2012 consolidated financial statements and Group management report. The Managing Board’s proposal for appropriation of profits was also debated and discussed during the course of this examination. As a result of this examination and discussion, a unanimous resolution was adopted to recommend to the Supervisory Board that they be accepted without qualification. The committee chairman informed the Supervisory Board of the resolutions adopted by the committee.
The 2012 annual financial statements together with the management report and corporate governance report, the 2012 consolidated financial statements together with the Group management report, and the Managing Board’s proposal for appropriation of profits were subsequently taken up, thoroughly discussed, and examined by the entire Supervisory Board.
In addition, the auditor’s reports prepared by the (consolidated) financial statements auditor PwC for the 2012 annual financial statements and management report and the 2012 consolidated financial statements and Group management report were reviewed by the Audit Committee and by the entire Supervisory Board, and debated and discussed with PwC. PwC's audit of the 2012 annual financial statements and management report and the 2012 consolidated financial statements and Group management report did not lead to any reservations. PwC determined that the annual financial statements comply with statutory requirements and give a true and fair view of the net assets and financial position of the Company as of 31 December, 2012, and of the results of operations of the Company for financial year 2012 in accordance with Austrian generally accepted accounting principles. The management report is consistent with the annual financial statements. PwC further determined that the consolidated financial statements also comply with statutory requirements and give a true and fair view of the net assets and financial position of the Group as of 31 December, 2012, and of the results of operations of the Group for financial year 2012 in accordance with IFRS and Section 80b of the Austrian Insurance Supervision Act (VAG) in combination with Section 245a of the Austrian Commercial Code (UGB). The Group management report is consistent with the consolidated financial statements. The disclosures pursuant to Section 243a UGB (Austrian Commercial Code) are appropriate.
The final results of the review by the Audit Committee and the Supervisory Board also provided no basis for reservations. The Supervisory Board stated that it had nothing to add to the auditor’s reports for the financial statements and consolidated financial statements.
After a thorough examination, the Supervisory Board therefore adopted a unanimous resolution to approve the annual financial statements prepared by the Managing Board, to raise no objections to the management report, consolidated financial statements and Group management report, and to declare its agreement with the Managing Board proposal for appropriation of profits.
The 2012 annual financial statements have therefore been approved in accordance with Section 96(4) of the Austrian Stock Corporation Act (AktG).
The Supervisory Board proposes to the General Meeting that it approve the Managing Board’s proposal for appropriation of profits and formally approve the actions of the Managing Board and Supervisory Board.
Vienna, March 2013
The Supervisory Board:
Wolfgang Ruttenstorfer
(Chairman)
