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 Board‘s conduct of business and fulfilled all the tasks assigned to the Supervisory Board by legislation and the company articles. In the Supervisory Board meetings held in 2009, 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 focused on the Group’s earnings situation and its further strategic development. The Supervisory Board had five meetings in 2009. In the meeting on 26 March, the Supervisory Board mainly discussed the preliminary Group results for 2008. The Supervisory Board meeting on 29 April focused on the annual financial statements and consolidated financial statement as at 31 December 2008 as well as the reporting of the Management Board regarding Group developments during the 1st quarter of 2009 and the extension of the cooperation agreement with Veneto Banca in Italy. The reconstitution of the Supervisory Board made necessary by changes to the Supervisory Board that took place at the Annual General Meeting took place on 25 May. In the meeting on 15 September, the Supervisory Board primarily addressed the development of the company in the 1st half of 2009. In addition to the reporting on the Group results during the first three quarters of 2009 and planning for the 2010 fiscal year, the Supervisory Board passed a resolution in its meeting on 24 November to increase the share capital using the approved capital and discussed the results of the self-evaluation.
Committees of the Supervisory Board
To facilitate the work of the Supervisory Board and to improve its efficiency, other committees were set up in addition to the mandatory Audit Committee. The Working Committee primarily discussed the profit developments of the Group, examined the company strategy, made a series of decisions on specific measures and handled a number of tasks assigned to the Audit Committee since both committees share the same members. The committee held five meetings in 2009 and made four decisions by circulating them in writing. The Committee for Board Affairs met three times to deal with the legal employment formalities of the members of the Management Board and the extension of the Management Board appointments. The Investment Committee had four 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 Board‘s proposed appropriation of profit, and reported to the Supervisory Board. The various chairmen of the committees informed the members of the Supervisory Board about the meetings and their committee‘s 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 2009, 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 consistency check of the Corporate Governance Report according to Section 243b of the Austrian Commercial Code was performed by Univ. Prof. DDr. Waldemar Jud Corporate Governance Forschung CGF GmbH, and the final results yielded no significant grounds for objections.
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 2009 financial statements were thereby adopted in accordance with Section 96 paragraph 4 of the Stock Corporation Law.
The proposed appropriation of profit submitted by the Management Board to the Supervisory Board was examined and approved by the Supervisory Board. On this basis, a dividend distribution of 40 cents per share will be proposed at the Annual General Meeting on 31 May 2010.
The Supervisory Board thanks the Management Board and all staff members for their commitment and the work they have done.
Vienna, April 2010
On behalf of the Supervisory Board
Christian Konrad
