The Vienna Insurance Group adheres to the Austrian Corporate Governance Code. Since its presentation in October 2002, the Code has become the standard for good corporate governance and management control in the Austrian capital market.
The January 2009 version of the Code is comprised of 83 rules in the following three categories:
1. Legal Requirement
Rules based on mandatory legal requirements
2. Comply or Explain
Rules based on standard international requirements. Non-compliance with these rules must be declared and justified in order to attain conduct in compliance with the Code
3. Recommendation
Rules of a purely recommended nature. Non-compliance with these rules need not be disclosed or justified
The Vienna Insurance Group complies with all of the “legal requirements” of the Austrian Corporate Governance Code in accordance with the law. The Vienna Insurance Group deviates from three “comply or explain” rules, as explained below:
Rule 31: The fixed and performance-linked remuneration components granted during the financial year are to be disclosed for each individual member of the management board in the corporate governance report. This also applies if the remuneration is provided via a management company.
Rule 51: The remuneration granted to supervisory board members during the reporting period is to be disclosed for each individual member of the supervisory board in the corporate governance report. As a rule, no provision has been made for stock option plans for members of the supervisory board. If stock option plans are granted in exceptional cases, all of the details of these plans are to be resolved 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. Detailed information on the individual compensation received by the members of the Managing Board and Supervisory Board 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 the Managing Board and Supervisory Board.
Rule 41: 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 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.
The practical implementation of corporate governance is a continuous process, in which management receives support from a number of departments in the Group. All of the activities involved in putting corporate governance into actual practice focus on open and transparent communication with customers, investors, employees, business partners and the public in order to strengthen stakeholder confidence in the Company.
The Vienna Insurance Group has followed a clear strategy of value-oriented growth for many years, while at the same time placing great importance on compliance with the rules of the Code. The Vienna Insurance Group strives to make continuous improvements in its corporate governance and welcomes a refinement of existing rules.
The Vienna Insurance Group consequently publishes a corporate governance report in accordance with the requirements of the Austrian Code, as amended in January 2009. The report includes a declaration of adherence to the Code, notes to the Code, and detailed information on the composition of and procedures followed by the Managing Board and Supervisory Board, clearly listed and presented in a structured manner.
Vienna Insurance Group’s corporate governance report for financial year 2008 can be found toward the end of the Group Annual Report, and is also available for download on our website www.vig.com/ir.
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