Since 2004, UNIQA has committed to comply with the Austrian Code of Corporate Governance and publishes this compliance declaration both in the Group report and on the Group website, www.uniqagroup.com, 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 applicable version with regard to the following “C rules” (comply or explain) and explains as follows:
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 Board. As long as such contracts require approval by the Supervisory Board according to Section 95 (5) (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.
Due to the repositioning of the Group, UNIQA deviated from Rule 27 regarding the variable portions of the compensation of the Management Board in the case of individual members of the Management Board in the 2012 reporting period.
Starting in the 2013 financial year, the system used to calculate the variable portions of the compensation of the Management Board has been changed. The new system (see also “Principles for profit participation by the Management Board” in the compensation report) conforms to Rule 27 of the Austrian Code of Corporate Governance.