Since 2004, the UNIQA Group has committed compliance with the Austrian Code of Corporate Governance and publishes this compliance declaration both in the Group annual report and on the Group website in the Investor Relations section. The Austrian Code of Corporate Governance is also publicly available at www.corporate-governance.at.
Implementation and compliance with the individual rules of the Code are annually evaluated by Univ.Prof.DDr. Waldemar Jud Corporate Governance Forschung CGF GmbH. 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 the external evaluation in accordance with rule 62 of the Austrian Code of Corporate Governance can also be found at www.uniqagroup.com.
UNIQA declares its continued willingness to comply with the currently effective Austrian Code of Corporate Governance. The Code’s “L rules” (legal requirements) are all fully adhered to in accordance with the law. However, UNIQA deviates from the provisions of the Code in the version applicable for the reporting year with regard to the following “C rules” (comply or explain) and explains as follows:
Rule 27
In connection with the current repositioning of the UNIQA Group, the criteria of rule 27 concerning the variable portions of the compensation of the Management Board will not be applied to individual members of the Management Board.
Rule 49
Due to the shareholder structure of the UNIQA Group and the special nature of the insurance business with regard to the investment of insurance assets, there are a number of contracts with companies related to 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.
