The work of the Supervisory Board and its committees

The Supervisory Board advises the Management Board in its strategic planning and projects. It participates in the decisions assigned to it by law, the Articles of Association and its rules of procedure. The Supervisory Board is responsible for supervising the management of the company by the Management Board.

The Supervisory Board has formed a Committee for Board Affairs for handling the relationships between the company and the members of its Management Board relating to employment and salary; this committee also acts as the Nominating Committee. The appointed Working Committee of the Supervisory Board is called upon for decisions only if the urgency of the matter means that the decision cannot wait until the next meeting of the Supervisory Board. It is the Chairman’s responsibility to assess the urgency of the matter. The decisions passed must be reported at the next meeting of the Supervisory Board. As a matter of principle, the Working Committee decides on all issues that are the responsibility of the Supervisory Board; however, this excludes issues of particular importance or that are stipulated by law.

The Audit Committee of the Supervisory Board has the same members as the Working Committee and performs the duties assigned to it by law.

Finally, the Investment Committee advises the Management Board with regard to its investment policy; it has no decision-making authority.

At its four meetings, the Committee for Board Affairs dealt with the legal employment formalities of the members of the Management Board and questions relating to remuneration policies and succession planning.

At its two meetings, the Working Committee primarily addressed company strategy and the Group’s capital increase (re-IPO), as well as fundamental considerations and resolutions concerning adjustments to the real estate investment policy. Two written resolutions were passed in connection with the re-IPO, while a further two decisions on steps to be taken were passed by circulation in writing on account of their urgency.

At its three meetings, the Audit Committee discussed all of the year-end closing documents, the Corporate Governance Report and the Management Board’s proposal for the appropriation of profit, as well as planning for the audit of the 2013 annual financial statements of the Group companies and the results of preliminary audits. In particular, the Audit Committee was provided with the quarterly reports by Internal Audit on the areas audited and the significant findings based on the audits conducted.

At its three meetings, the Investment Committee discussed the capital investment strategy, questions concerning the capital structure, and the positioning of risk and asset liability management.

The various chairmen of the committees informed the members of the Supervisory Board about the meetings and the work of their committee.

For information regarding the activity of the Supervisory Board and its committees, please also refer to the statements in the Report of the Supervisory Board.

© UNIQA Group 2014