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| Path: HomeGroup 2007Corporate Governance Report |
| | Corporate Governance ReportVoluntary declaration of commitment The UNIQA Group has committed itself since 2004 to compliance with the Austrian Code of Corporate Governance,
and publishes this voluntary declaration of commitment both in the Group Report and on the Group website
www.uniqagroup.com ? Investor Relations ? Corporate Governance. Implementation and compliance with the individual rules
of the code are regularly evaluated by an independent external institution. Primarily on the basis of a questionnaire, this institution
evaluates whether the company complies with the Austrian Code of Corporate Governance, as published by the Austrian Working
Group on Corporate Governance. The report on this voluntary evaluation can also be read on the UNIQA Group website. UNIQA
declares its continued willingness to comply with the Austrian Code of Corporate Governance. In accordance with the code, the
L rules (legal requirements) are all adhered to. UNIQA deviates from the provisions of the code with regard to the following
C rules (comply or explain) and explains as follows:
- Rule 38
A special age limit for members of the Management Board
specified
in the articles is not considered to be appropriate.
The appointment to the Management Board depends exclusively
on professional and personal qualifications.
- Rule 45
Markus Mair is, in addition to his function as a member of the
Supervisory Board of UNIQA Versicherungen AG, also on the
Supervisory Board of Grazer Wechselseitige Versicherung AG
and GRAWE-Vermögensverwaltung.
- Rule 49
Due to the growth of UNIQAs shareholder structure and the
special nature of the insurance business with regard to the
investment of insurance assets, there are a number of contracts
with companies associated with individual members of
the Supervisory Boards. As long as such contracts require approval
by the Supervisory Board, according to Section 95 paragraph
5 sub-para 12 of the Austrian Stock Corporation Act (rule
48), the details
of these contracts cannot be made public for
reasons
of company policy and competition laws. In any case, all
transactions
are handled under customary market conditions.
- Rule 52
The Supervisory Board of UNIQA Versicherungen AG consists of
twelve shareholder representatives. This higher number is a result
of the companys shareholder structure.
Report on the remuneration, individual committees and directors dealingsA detailed report on the remuneration of the Management Board and the Supervisory Board (rules 29, 30 and 51) can be found in the Group notes. A detailed list of the members that make up the Supervisory Board of UNIQA Versicherungen AG and the committees that have been set up, the independence of the individual members, the length of time they are serving and any comparable positions held at other listed stock corporations in Austria and abroad (rules 39, 53 and 58) can also be found in the Group notes. The criteria for the independence of the Supervisory Board and committee members, as well as the areas the individual committees are responsible for, can be downloaded from the Group website. A comprehensive risk report (rule 67) is included in the Group notes. A description of the announcements made about the directors dealings (rule 70) can be found on the Group website. |
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© 2007 by UNIQA Versicherungen AG | | | |