Procedures followed by the Managing Board and Supervisory Board

Managing Board

In accordance with the Managing Board rules of procedure, the Managing Board formed two Managing Board committees, one to deal with Group matters (Vienna Insurance Group Committee) and the other with the management of Wiener Städtische in Austria (Wiener Städtische Austria Committee).

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 with the heads of departments at a given 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 representatives 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.

Supervisory Board

The management of the Company is periodically monitored by the Supervisory Board as a whole, as well as by its committees, 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, risk management, internal control system and activities of the internal audit department of the Company are also discussed in 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 of the audit and to inquire whether the audit has produced any material findings. The audit reports are discussed and deliberated over 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 to it the organisation and functioning of the risk management and internal control systems.

The Supervisory Board has formed four committees from among its members, a 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 General Shareholders’ Meeting and five Supervisory Board meetings were held in 2009. Four meetings of the Audit Committee were also held. The Committee for Urgent Matters held one meeting and was also contacted in writing with regard to eight matters. The Supervisory Board was informed of all resolutions passed by these committees at its next following meeting. The Committee for Managing Board Matters also held three meetings in 2009. No member of the Supervisory Board attended fewer than half of the Supervisory Board meetings.