The Managing Board meets at least once a week to discuss the current course of business, and during those meetings it makes the necessary decisions and adopts the required resolutions. The members of the Managing Board continuously exchange information with each other and the heads of the various departments at the time. The Managing Board is assisted in its management of the Group by the Group’s Executive Board, which is comprised of the members of the Managing Board plus selected members of the management boards of Group companies in Austria and the CEE region. The Managing Board is advised on important Group matters by the Senior Advisory Board, which is comprised of experienced Group managers and managers of Group companies. To assist the Managing Board with its management duties in Austria, an Extended Board was established, comprised of the members of the Managing Board and the department heads of the key areas of insurance business operations in Austria.
With the approval of the Supervisory Board, the Managing Board developed new rules of procedure providing for the formation of two Managing Board committees, one to deal with Group matters (Vienna Insurance Group) and the other with the management of Wiener Städtische in Austria (Wiener Städtische Österreich). The entry into force of the new rules of procedure and, therefore, the formation of the committees which they provide for is subject to the condition precedent of the entry into force of the amendment to the articles of association providing for an increase in the number of Managing Board members. The amendment to the articles of association will be presented to the General Annual General for approval on 24 April 2009.
The management of the Company is monitored by the Supervisory Board as a whole, as well as periodically by its Chairman and Deputy Chairman. Detailed presentations and discussions during Supervisory Board and Supervisory Board committee meetings are used for this purpose, as are recurring meetings between, in particular, the Executive Committee of the Supervisory Board and the members of the Managing Board, who provide comprehensive explanations and supporting documentation relating to the management and financial position of the Company and the Group. The strategy, business development and risk management of the Company are also discussed during Supervisory Board meetings and discussions with the Managing Board.
The Supervisory Board and Audit Committee also have direct discussions with the auditor of the financial statements and consolidated financial statements in order to inform themselves regarding the accounting process and the progress made in the auditing process and to inquire whether the audit has produced any material findings. The audit reports are discussed and deliberated in detail with the audit managers during the meetings dealing with the annual and Group financial statements. The Supervisory Board also obtains a quarterly report from the internal audit department, and has the Managing Board explain the organisation and functioning of the risk management and internal control systems.
The Supervisory Board has formed four committees from among its members (Committee for Urgent Matters (Working Committee), Audit Committee (Accounts Committee), Committee for Managing Board Matters (Compensation Committee) and Strategy Committee). Detailed information on these committees is provided in the “Supervisory Board committees” section.
Number of meetings of the Supervisory Board and its committees
One ordinary Annual General Meeting and four Supervisory Board meetings were held in 2008. In addition, two meetings of the Audit Committee were held. The Committee for Urgent Matters held four meetings and was also contacted in writing with regard to ten matters. The Supervisory Board was informed of any resolutions passed by these committees at its next meeting following. The Committee for Managing Board Matters also held four meetings in 2008. No member of the Supervisory Board attended fewer than half of the Supervisory Board meetings.