Since 2004, the UNIQA Group has pledged to comply with the Austrian Code of Corporate Governance and publishes the declaration of conformity both in the Group annual report and on the Group website at www.uniqagroup.com in the Investor Relations section. The Austrian Code of Corporate Governance is also publically available at www.corporate-governance.at.
Implementation and compliance with the individual rules in the Code are evaluated by PwC Wirtschaftsprüfung GmbH – with the exception of Rules 77 to 83. Compliance with Rules 77 to 83 of the Code of Corporate Governance is evaluated by Schönherr Rechtsanwälte GmbH. The evaluation is carried out largely using the questionnaire for the evaluation of compliance with the Code published by the Austrian Working Group for Corporate Governance (as amended July 2012). The reports 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 also declares its continued willingness to comply with the Austrian Code of Corporate Governance as currently amended. In accordance with statutory requirements, UNIQA complies with the “L rules” (legal requirements) in the Code in full. However, UNIQA deviates from the provisions of the Code as amended with regard to the following C rules (comply or explain rules) and the explanations are set out below.
Rule 49 of the Austrian Code of Corporate Governance
Due to the growth of UNIQA’s shareholder structure 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 the individual members of the Supervisory Board in which they discharge duties as members of governing bodies. If such contracts require approval by the Supervisory Board in accordance with Section 95 paragraph 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. All transactions are in any case entered into and processed on an arm’s length basis.
