Corporate Governance Report

Voluntary 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 UNIQA’s 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 company’s shareholder structure. Report on the remuneration, individual committees and directors’ dealings A 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.

Glossary

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Acquisition costs		The amount paid in currency or currency equivalent in acquiring an asset, or the current fair value of another form of payment at the time of acquisition.
Actuarial provision		Provision in the amount of the existing obligation to pay insurance claims and premium refunds, mainly in life and health insurance. The provision is calculated in line with actuarial methods as the balance of the cash value of future obligations less the cash value of future premiums.
Affiliated companies		Affiliated companies are the parent and its subsidiaries. Subsidiaries are companies in which the parent may exercise a controlling influence on business policy. This is the case, for instance, if the parent directly or indirectly holds more than half of the voting rights, if control agreements have been concluded or if the parent is in a position to nominate the majority of the members of the Management Board, or of other controlling bodies of the subsidiary.
Asset allocation		The structure of the investments, i.e. the portion of the total investments invested in the different vehicles of investment (e.g. shares, fixed income securities, holdings, real estate, money market instruments).
Asset liability management		Management concept in which decisions regarding company assets and liabilities are coordinated. This involves a continuous process in which strategies for assets and liabilities are formulated, implemented, monitored and revised, in order to achieve the financial goals with defined risk tolerances and restrictions.
Associated companies		These are participating interests consolidated at equity, i.e. by including them in the consolidated financial statements with the corresponding share in the equity. The major prerequisite for doing so is the possibility of the Group exercising a decisive influence on the operating and financial policy of the associated companies, regardless of whether the Group actually exercises that influence.
At amortised cost		Recognised on the balance sheets at the amortised cost, i.e. the difference between acquisition costs and the redemption amount is spread out over the corresponding pro rata term or capital share.
Benchmark method		An accounting and valuation method preferred under IFRS.
Book value (amortised acquisition costs)		The original acquisition costs minus lasting reduction in value and differences between acquisition costs and redemption amount are credited or debited to acquisition costs, with an effect on income until the amount falls due.
Cash flow statement		Shows the cash surplus from operating, investing and financing activities generated by the company during a specific period (source and use of funds).
Combined ratio		Sum of the operating expenses and the insurance benefits (both retained) in relation to the premiums earned in property and casualty insurance.
Corporate governance		Corporate governance refers to the legal and factual framework of the management and monitoring of companies. Corporate governance regulations are geared towards transparency and thus strengthen the trust in management and control focusing on value creation.
Cost ratio		Operating expenses (retained) in relation to premiums earned.
Deferred acquisition costs		These comprise the expenses incurred by an insurance company for concluding new insurance policies or renewing existing policies. Amongst other costs, they include acquisition commissions and expenses for handling the proposal form and risk underwriting.
Deferred taxes (active/passive)		Deferred taxes arise from temporary differences between the commercial balance sheet and the balance sheet for tax purposes, and those resulting from uniform valuation standards throughout the Group. The calculation of deferred taxes is based on the specific tax rates of each country that the Group companies are based in; changes in the tax rate that have been decided on as at the balance sheet date are included.
Deposits receivable/payable under reinsurance business		Amount receivable by the reinsurance company from the ceding company on the basis of the reinsurance business accepted by the reinsurer and which, for the latter, is similar to an investment. The amount equals the amount the ceding company provides as collateral. Analogously: deposits payable.
Derivatives		Financial contracts whose value depends on the price development of an underlying asset.
Direct insurance business		Insurance contract taken out by a direct (primary) insurance company with a private person or company, as opposed to reinsurance business accepted (indirect business) which refers to the business accepted from another direct (primary) insurer or reinsurance company.
Diversification		Diversification is a business policy instrument that generally involves positioning or distributing the activities of a company over various areas to avoid dependence on single factors.
Duration		The weighted average maturity of an interest-sensitive financial investment or a portfolio. It is a risk measure of the sensitivity of financial investments to changes in the rate of interest.
Earnings per share		The consolidated profit for the year divided by the average number of shares outstanding. Diluted earnings per share include subscription rights exercised or to be exercised in the number of shares, and in the consolidated profit for the year.
Earned premiums		The premiums earned on an accrual basis, which determine the year's income. For calculating the amount of earned premiums, in addition to gross premiums written, the change in unearned premiums in the business year, the provision for expected cancellations and other receivables from unwritten premiums are considered.
Equity method		Method used for recognising the interests in associated companies. They are, in principle, valued at the Group's share in the equity of these companies. In the case of interests in companies which also prepare consolidated financial statements, the valuation is based on the share in Group equity. Under current valuation, this measurement is to be adjusted for proportional equity changes, with the interest in the net income for the year being allocated to the consolidated result.
FAS		US Financial Accounting Standards laying down specifics of US GAAP (Generally Accepted Accounting Principles).
Goodwill		Excess over the purchase price for a subsidiary and the share in its equity after winding up the hidden reserves attributable to the purchaser on the date of acquisition.
Gross amounts		Presentation of the balance sheet items prior to the deduction of the amount which is allocated to the business ceded to a reinsurer.
Hedging		A way of insuring oneself against unwanted price fluctuations by the use of adequate counter positions, particularly in derivatives.
IAS		International Accounting Standards.
IFRS		International Financial Reporting Standards. As of 2002, the term IFRS refers to the entire concept of standards adopted by the International Accounting Standards Board. Standards that were adopted before that are still called International Accounting Standards (IAS).
Insurance benefits		Expenses (net of the reinsurer's share) arising from claim settlement, premium refunds and profit participation, and from changes in the actuarial provisions.
Loss ratio		Retained insurance benefits in property and casualty insurance, in relation to premiums earned.
Minority interests		Shares in the equity of associated companies that are not held by Group companies.
Minority interests in net profit		The share of net profit allocated not to the Group, but to shareholders outside of the Group holding interests in associated companies.
Multitranches		Bonds involving a put option under which the seller can sell additional bonds (with an identical or shorter term) to the buyer. The buyer receives a premium which increases the yield on the security as opposed to a 'normal' security having the same term and yield.
Operating expenses		This item includes acquisition expenses, the handling of the policy portfolio and reinsurance expenses. After deduction of commissions and profit participations received under reinsurance business ceded, the remaining expenses are the net operating expenses.
Premiums		Total premiums written. All compulsory premiums in the financial year, from insurance policies in direct business and reinsurance business accepted.
Profit participation		In life and health insurance, the policyholders are entitled by law and by contract to an adequate share in the profits generated by the company. The amount is reset every year.
Provision for outstanding claims		This provision includes the obligations for payment of insurance claims which have already occurred on the reporting date, but which are not yet completely settled.
Provision for premium refunds and profit participation		The part of the profit to be distributed to the policyholders is appropriated to a provision for premium refunds and/or profit participation. The provision also includes deferred amounts.
Reinsurance		An insurance company would cede parts of its own risk to another insurance company.
Reinsurance premiums ceded		Share of the premiums paid to the reinsurer as a consideration for insuring certain risks.
Retention		The part of the risks assumed which the (re)insurer does not cede.
Retrocession		Retrocession is the ceding of reinsurance business accepted to a retrocessionaire. Professional reinsurance companies and also other insurance companies, within their internal reinsurance business, use retrocession as an instrument for spreading and controlling risks.
Return on equity		The return on equity (before tax) is the profit on ordinary activities in relation to the average total equity (without consideration of the contained net profit). It is used as a general indication of the company' s efficiency.
Revaluation reserves		Unrealised profits and losses resulting from the difference in the present market value and acquisition value and/or the amortised acquisition costs for fixed interest securities are allocated to this reserve, without affecting income, after the deduction of deferred taxes and provisions for deferred profit participation (in life insurance).
Risk		The possibility that negative factors could influence the future financial situation of the company. Furthermore, in the insurance business, risk is understood as the possibility that a claim will arise because a danger that has been ensured against occurs. The insured object or insured person is also frequently referred to as a risk.
Risk management		Ongoing, systematic and continuous identification, analysis, evaluation and management of potential risks that could endanger the assets, financial situation and profits of a company over the medium and long terms. Target: to ensure the continued existence of a company, secure the company goals against disruptive events, with the aid of appropriate measures, and improve the company value.
Securities available for sale		Available-for-sale securities are securities that are neither meant to be held until maturity nor have they been acquired for short-term trading purposes. Available for sale at any time, they are recognised at par value on the balance sheet date.
Securities held to maturity		Securities representing money claims which are held with the intention of keeping them to maturity. They are recognised at amortised cost.
Solvability		Level of own funds in an insurance company.
Stress test		Stress tests are a special form of scenario analysis with the goal of being able to quantify the potential loss of portfolios during extreme fluctuations in the market.
Subordinate debt		Debt which is honoured in the case of winding up or bankruptcy only after all the other debts have been settled.
Supplementary capital		Capital paid in which is agreed to remain at the insurance company's disposal for at least five years, with no cancellation possible; it accrues interest only to the extent that this is covered by the net profit for the year. It can only be repaid prior to liquidation after a pro rata deduction of the net losses incurred during the retention period; in the case of liquidation, it can only be redeemed after those payables have been settled or secured that do not constitute equity or participation capital.
Trading portfolio		Debt securities, shares and other securities (primarily derivatives and structured products) which are held mainly for short-term trading purposes. They are recognised at current market value.
Unearned premiums		That part of the premium income of the year which refers to periods of insurance that lie after the reporting date, i.e. which have not yet been earned on the reporting date. In the balance sheet, with the exception of life insurance, unearned premiums have to be shown as a separate line item under the actuarial provisions.
US GAAP		US Generally Accepted Accounting Principles.
Value at risk		A method for measuring market risks in order to calculate the expected value of a loss that might occur in an unfavourable market situation, with a determined probability within a defined period of time.

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Corporate Governance Report

Voluntary declaration of commitment

Report on the remuneration, individual committees and directors’ dealings

Glossary