During 2011, 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 management of the business and fulfilled all the tasks assigned to the Supervisory Board by legislation and the company articles. In the Supervisory Board meetings, 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 2011. In the meeting on 30 March, the Supervisory Board mainly discussed the preliminary Group results for the 2010 financial year. The Supervisory Board meeting on 28 April focused on the annual financial statements and consolidated financial statements as at 31 December 2010, the Management Board’s report on Group developments during the 1st quarter of 2011, as well as the annual internal auditing report and the evaluation report on compliance with the Code of Corporate Governance. Furthermore, the proposal for the choice of an auditor for financial year 2012 was addressed. The reconstitution of the Supervisory Board, made necessary by changes to the Supervisory Board that took place at the Annual General Meeting, was completed on 30 May. In the course of this meeting, decisions were taken regarding the reorganisation of the Management Board as of 1 July 2011. The “UNIQA 2.0” strategic programme proposed by the “new Management Board” was approved by the Supervisory Board. The programme focuses on measures for the continual improvement of the results of the Group of companies. In the meeting on 20 September, the Supervisory Board primarily addressed the development of the company in the 1st half of 2011 and the planned strategic repositioning of the real estate and equity holdings areas. Furthermore, the Supervisory Board approved a capital increase in the Romanian UNIQA company. In addition to reporting on the Group results during the first three quarters of 2011, planning for the 2012 financial year, and medium-term planning up to 2015, the Supervisory Board discussed the results of the self-evaluation in its meeting on 23 November in accordance with the Code of Corporate Governance. Furthermore, a decision was taken regarding the establishment of a company pension fund for all Austrian employees of UNIQA.
Committees of the Supervisory Board
To facilitate the work of the Supervisory Board and to improve its efficiency, other committees have been set up in addition to the mandatory financial Audit Committee. The Working Committee primarily discussed the profit development in the Group, examined the company strategy, and handled a number of tasks assigned to the Audit Committee since both committees share the same members. They had four meetings in 2011 and made one decision regarding steps to be taken by circulating it in writing. At its two meetings, the Committee for Board Affairs dealt with the legal employment formalities of the members of the Management Board, and with questions regarding compensation policies and succession planning, in particular the composition of the Management Board as of 1 July 2011. The Investment Committee had three meetings about the capital investment strategy, questions concerning the capital structure, and the repositioning of risk and asset liability management. The Audit Committee, including the Working Committee, which was also functioning as an audit committee, met in five sessions, dealt with all audit documents and the Management Board’s proposed appropriation of profit, concentrating particularly on the internal auditing reports on audit regions and significant audit discoveries based on executed audits. The various chairmen of the committees informed the members of the Supervisory Board about the meetings and their committee’s work.
Annual Financial Statements and Consolidated Financial Statements
The Annual 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 2011 were audited by KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH and given an unqualified auditor’s opinion. The Supervisory Board acknowledged and approved the results of the audit. The consistency check of the Corporate Governance Report according to Section 243b of the Austrian Commercial Code, as well as an evaluation of UNIQA’s compliance with the Austrian Code of Corporate Governance rules in financial year 2011, was performed by Univ.Prof.DDr. Waldemar Jud Corporate Governance Forschung CGF GmbH, and the final results indicated that UNIQA complied with the rules of the Austrian Code of Corporate Governance in the financial year 2011, insofar as these were included in the compliance declaration. The Supervisory Board approved the consolidated financial statements and the annual financial statements of UNIQA Versicherungen AG and agreed to the Group management report and the management report. The 2011 annual financial statements were thereby adopted in accordance with Section 96 para 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, it will be proposed at the Annual General Meeting on 29 May 2012 that the annual profit for 2011 be carried forward to a new account. The Supervisory Board thanks the Management Board and all staff members for their commitment and hard work.
Vienna, April 2012
On behalf of the Supervisory Board