Corporate Governance stands for corporate management and control aimed at responsible, long-term creation of value, with a goal of creating maximum transparency for all stakeholders in order to promote the confidence of capital market participants.
Adherence to the Austrian Code of Corporate Governance
WIENER STÄDTISCHE Versicherung AG VIENNA INSURANCE GROUP adheres to the Austrian Code of Corporate Governance. For years, the company has followed a clear strategy of creating added value for all stakeholders. In this sense, compliance with the rules of the Code to ensure transparency and strengthen investor confidence is an important concern of management.
The total of 80 rules in the Austrian Code of Corporate Governance are 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 explained in order to achieve conduct in compliance with the Code (comply or explain)
- Rules of a purely recommended nature. Non-compliance with these rules does not have to be disclosed or explained (recommendation)
The Vienna Insurance Group complies with all “legal requirement” rules in the June 2007 version of the Austrian Code of Corporate Governance as required by law, and only deviates from the Code’s recommendations with respect to the three “comply or explain” rules and one “recommendation” rule presented below:
Rules 38 and 57 – Comply or Explain
Rule 38: The supervisory board shall define a profile for the management board members that takes into account the enterprise’s business focus and its situation, and shall use this profile to appoint the management board members in line with a predefined appointment procedure. Furthermore, the supervisory board shall also give due attention to the issue of successor planning. Nominations to the management board for the last time must be made before the age limit defi ned in the internal rules or in the articles of incorporation is reached.
Rule 57: A person holding a position on the management board of a listed company may not hold more than four positions on the supervisory boards (position of chairperson counts double) on the supervisory boards of stock corporations not belonging to the group. Major shareholdings are not considered non-group companies. An appointment as supervisory board member must be made for the last time before the age limit defined in the internal rules or the articles of incorporation is reached.
Explanation: In the opinion of WIENER STÄDTISCHE Versicherung AG VIENNA INSURANCE GROUP, age cannot be used on its own to justify a general exclusion from holding managing or supervisory board positions. In view of the fact that experience is a very valuable qualification and age a very individual measure, it does not appear reasonable to set such an age limit. Therefore, no upper age limit has been set for the appointment of members to the Managing Board or Supervisory Board of WIENER STÄDTISCHE Versicherung AG VIENNA INSURANCE GROUP. When selecting Managing Board and Supervisory Board members, the greatest value is placed on selecting the individual with the best possible personal and professional qualifications.
Rule 41 – Comply or Explain
The supervisory board shall set up a nomination committee. In cases of supervisory boards with not more than 6 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 extreme importance, the issue of successor planning is handled by the Supervisory Board as a whole. The Supervisory Board of WIENER STÄDTISCHE Versicherung AG VIENNA INSURANCE GROUP has therefore not established a nominating committee.
Rule 31 – Recommendation
The fixed and performance-linked remuneration components are to be disclosed for each individual member of the management board in the annual report.
Explanation: The principles governing the compensation paid to the Managing Board are published, as is the total compensation paid to the Managing Board. Detailed information on the individual compensation received by Managing Board members would have relatively little informational value to investors and is not published in the annual report in the interests of respecting Managing Board members’ rights to privacy.
