Report of the Supervisory Board
Focus of the meetings
During the past financial year, the Supervisory Board was regularly
informed of the business development and the situation
of the Group and the company by the Management Board.
It also supervised the Management Boards conduct of business.
In the Supervisory Board meetings held in 2006, the
Management Board presented detailed quarterly reports and
provided additional
oral and written reports to the Supervisory
Board. The Supervisory Board was given timely and comprehensive
information about those measures requiring its approval.
Focus of the meetings
The meetings focussed on the Groups earnings situation and
its further strategic development. The Supervisory Board had
five meetings in 2006. One decision was made by circulating it
in writing. In the meeting on 15 March 2006, the Supervisory
Board mainly discussed the companies preliminary results for
2005 and the progress of expansion measures in Ukraine and
Serbia. The Supervisory Board also made a decision concerning
the implementation of the changes to the code of corporate
governance (as amended in January 2006). The meeting of the
Supervisory Board on 24 April 2006, focussed on a discussion
of the annual financial statements and the Groups consolidated
financial statements as at 31 December 2005, as well as the
report of the Management Board about the development of
the Group in the first quarter of 2006. The changes in the
Supervisory Board that took place at the annual general meeting
required a reorganisation of the Supervisory Board which took
place on 15 May 2006. In the meeting of the Supervisory Board
held on 12 September 2006, the Supervisory Board essentially
dealt with company trends in the first half of 2006. Aside from
covering
the earnings of the company in the first three quarters
of 2006, the Supervisory Board discussed at its meeting on
28 November 2006 the business plan for 2007, and measures
to further strengthen the capital structure of the company and
approved the issuance of supplementary capital amounting to
€ 250 million.
Committees of the Supervisory Board
To facilitate the work of the Supervisory Board and to improve its
efficiency, additional committees were set up in addition to the
mandatory financial audit committee. The Working Committee
mainly talked about the development of the Groups earnings,
the companys long-term strategy and discussed possible acquisition
projects. They had four meetings in 2006, and made four decisions
by circulating them in writing. The Committee for Board
Affairs met twice to deal with the legal employment formalities
of the members of the Management Board. The Investment Committee had three meetings about the capital investment
strategy and questions of the capital structure. In its meeting,
the Audit Committee concentrated on all audit documents and
the Management Boards proposed appropriation of earnings,
and reported to the Supervisory Board. The various chairmen of
the committees informed the members of the Supervisory Board
about the meetings and their committees work.
Financial statements and consolidated financial statements
The financial statements prepared by the Management Board and the management report of UNIQA Versicherungen AG, as well as the consolidated financial statements prepared according to the International Financial Reporting Standards (IFRS) and the Group management report for the year 2006, were audited by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft and given an unqualified audit opinion. The Supervisory Board noted the results of the audit with approval.
The Supervisory Board consented to the consolidated financial statements and the financial statements of UNIQA Versicherungen AG and agreed to the Group management report and the management report. The 2006 financial statements were thereby adopted in accordance with Section 125 of the Stock Corporation Law.
The proposed appropriation of earnings submitted by the Management Board to the Supervisory Board was examined and approved by the Supervisory Board. On this basis, a dividend distribution of 35 cents per share will be proposed at the annual general meeting on 21 May 2007.
The Supervisory Board thanks the Management Board and all staff members for their commitment and the work they have done.
Vienna, April 2007
On behalf of the Supervisory Board
Christian Konrad