Since 2004, UNIQA has undertaken to comply with the Austrian Code of Corporate Governance; it publishes its declaration of compliance both in the Group Report and in the Investor Relations section of its website, www.uniqagroup.com. The Austrian Code of Corporate Governance is also publicly available at www.corporate-governance.at.
Implementation and compliance with the individual provisions of the Code is evaluated annually by Univ. Prof. DDr. Waldemar Jud Corporate Governance Forschung CGF GmbH. Working primarily on the basis of a questionnaire, this institution examines 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 Austrian Code of Corporate Governance in the applicable version. Accordingly, it adheres to the Code’s “L rules” (legal requirements) in full as required by 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 hereby provides the following explanations:
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. To the extent that such contracts require approval by the Supervisory Board in accordance with section 95 (5) no. 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 law. In any case, all transactions are conducted at standard market conditions.
In connection with the capital increase (re-IPO) implemented in October 2013, the core shareholders undertook to elect two members independent of the core shareholders to the Supervisory Board at the 2014 Annual General Meeting.