In accordance with Rule 53 of the Austrian Corporate Governance Code, the Supervisory Board of VIENNA INSURANCE GROUP Wiener Städtische Versicherung AG has established the following criteria for independence:
- The Supervisory Board member has not been a member of the Managing Board or senior management of the Company, or a subsidiary of the Company, in the last five years.
- The Supervisory Board member does not maintain a business relationship with the Company or a subsidiary of the Company of such significant scope for the Supervisory Board member that his or her activities on the Supervisory Board are affected to the detriment of the Company. This also applies to business relationships with companies in which the Supervisory Board member has a significant economic interest. The approval of individual transactions by the Supervisory Board in accordance with § 95(5)(12) of the Austrian Stock Corporation Act or § 15(2)(l) of the articles of association does not automatically lead to a classification as non-independent. It is expressly noted that the entry into or existence of contracts of insurance with the Company does not in any case adversely affect independence.
- Over the last three years, the Supervisory Board member has not been an auditor of the Company’s financial statements or an interested party or employee of the auditing company doing such auditing.
- The Supervisory Board member is not a member of the managing board of another company that has a member of the Company’s Managing Board as a member of its supervisory board.
- The Supervisory Board member is not a close family member (direct descendant, spouse, partner, parent, uncle, aunt, brother, sister, niece, nephew) of a member of the Managing Board or of persons who are in one of the positions described in the foregoing points.
The Supervisory Board as a whole is considered independent if at least 50% of the members elected by the General Shareholders’ Meeting satisfy the above-listed criteria for independence of a Supervisory Board member.
All members of the Supervisory Board elected by the General Shareholders’ Meeting have declared that they are to be regarded as independent in accordance with the criteria laid down by the Supervisory Board. No member of the Supervisory Board is a shareholder of the Company with an ownership interest greater than 10% or represents the interests of such a shareholder.
The following Supervisory Board members held supervisory board positions or comparable positions in domestic or foreign listed companies in 2009:
Dipl.-Ing. Guido Klestil
Senator Prof. Komm.-Rat Walter Nettig
Imperial Hotels Austria AG
Komm.-Rat Dr. Karl Skyba
Flughafen Wien AG