Transparency and stakeholder trust are important to us. Observance of and compliance with the provisions of the Austrian Code of Corporate Governance therefore play an important role in Vienna Insurance Group.
The Austrian Code of Corporate Governance was introduced in 2002 and is amended periodically to account for changes in the law and current trends. It is the standard for good corporate governance and control in Austria. The provisions of the Code contribute to the strengthening of trust in the Austrian capital market, and the report that companies are required to publish on compliance with these provisions requires a high level of transparency.
Vienna Insurance Group views corporate governance as a continuous process that changes in response to new conditions and current trends and must be continuously improved for the benefit of the Group and all its stakeholders. The goal of all Corporate Governance measures is to ensure responsible corporate management aimed at long-term growth while simultaneously maintaining effective corporate control.
The Vienna Insurance Group Managing Board, Supervisory Board and employees all consider observance of and compliance with the rules of the Austrian Code of Corporate Governance to be highly important for the practical implementation of corporate government. The Vienna Insurance Group’s declaration of adherence to the Code, discussions regarding the areas of deviation, and detailed information on the composition of, procedures followed by, and the compensation of the Managing Board and Supervisory Board are clearly organized and presented below.
Vienna Insurance Group is committed to the application of and compliance with the January 2010 version of the Austrian Code of Corporate Governance. The rules are divided into the following three categories:
- Rules based on mandatory legal requirements (“Legal requirements”).
- Rules based on standard international requirements. Non-compliance with these rules must be declared and explained in order to comply with the Code (“Comply or explain”)
- Rules that merely possess the character of recommendations. Non-compliance with these rules need not necessarily be disclosed or explained (“Recommendation”)
The Austrian Code of Corporate Governance is available to the public both on the Vienna Insurance Group website and the website of the Austrian Working Group for Corporate Governance.
Vienna Insurance Group complies with all of the “legal requirements” of the Austrian Code of Corporate Governance as required by law. Vienna Insurance Group deviates from three “comply or explain” rules, as explained below:
Rule 31:
The fixed and variable components of remuneration granted during the financial year are to be individually disclosed for each member of the managing board in the Corporate Governance Report. This also applies if the remuneration is paid by a management company.
Rule 51:
The remuneration granted to supervisory board members during the reporting period is to be separately disclosed for each supervisory board member in the Corporate Governance Report. As a rule, stock option plans are not provided for members of the supervisory board. If stock option plans are granted by way of exception, all of the details of these plans must be approved at the Annual General Meeting.
Explanation: The principles governing 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. There are no stock options plans for members of the Managing Board or Supervisory Board. Detailed information on the individual amounts of compensation received by Managing Board and Supervisory Board members would have relatively little informational value to investors and is not published in the Corporate Governance Report in order to respect the rights to privacy of members of those Boards.
The Company attempts to keep the net operating compensation received by its Managing Board members approximately equal even if part of a Managing Board member’s compensation is taxed differently due to additional operational positions assumed abroad. As a result of these efforts, some members of the Managing Board receive less gross compensation than others, so that publishing individual compensation amounts would have little meaning.
Rule 41:
The supervisory board shall set up a nomination committee. In cases of supervisory boards with no more than six members (including employee representatives) this function may be exercised by all members jointly. The nomination committee submits proposals to the supervisory board for filling positions that become free in the managing board and deals with issues of successor planning.
Explanation: Because of its special importance, the issue of successor planning is handled by the Supervisory Board as a whole. The Vienna Insurance Group Supervisory Board has therefore not established a nomination committee.
