The work of the Supervisory Board and its committees
The Supervisory Board advises the Management Board in its strategic planning and projects. It decides on the matters 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. It is comprised of ten shareholder representatives and five employee representatives and it convened for five meetings in 2022. Two decisions were made by way of circular resolution. All members of the Supervisory Board attended more than half of the meetings of the Supervisory Board in the 2022 financial year either in person, or virtually via telephone or video conference.
A Committee for Board Affairs has been appointed to handle the relationship between the company and the members of its Management Board relating to employment and salary; this committee also acts as the Nominating and Remuneration Committee (for the Management Board) and is composed of the members of the Executive Committee of the Supervisory Board. In 2022, the Committee dealt with the preparation of the Remuneration Reports for the Management Board and the Supervisory Board in alignment with the remuneration policy established for each as well as with the succession planning of the Management Board and the Supervisory Board over several meetings.
The Working Committee of the Supervisory Board is only called upon to make decisions 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 resolutions passed must be reported in the next meeting of the Supervisory Board. Generally, the Working Committee can make decisions on any issue that is the responsibility of the Supervisory Board, but this does not include issues of particular importance or matters that must be decided upon by the full Supervisory Board by law. The Working Committee did not convene for any meetings in 2022.
The Audit Committee of the Supervisory Board performs the duties assigned to it by law. The Audit Committee convened for four meetings, which were also attended by the statutory auditor of the (consolidated) financial statements, and there were also discussions with the auditor without the presence of the Management Board. The meetings dealt with all the documents relating to the financial statements, the Corporate Governance Report, the appropriation of profit proposed by the Management Board and the report on the audit of the risk management (all for the 2021 financial year); PwC Wirtschaftsprüfung GmbH was again proposed for selection as auditor for the 2023 financial year based on a public invitation to tender; furthermore, the audit of the 2022 financial statements of the companies of the consolidated group was discussed with the statutory auditor, and the statutory auditor reported on the results of preliminary audits. In particular, the Audit Committee received quarterly reports from Internal Audit concerning audit areas and material findings based on the audits conducted and the compliance officer reported on her activities on an ongoing basis. The accounting process was monitored on the basis of concrete case studies.
The Investment Committee advises the Management Board with regard to its investment policy; it has no decision-making authority. The Investment Committee held four meetings during which the members discussed the capital investment strategy, questions concerning capital structure and the focus of risk management and asset liability management.
The IT Committee dealt with the ongoing monitoring of the progress of the project implementing the UNIQA Insurance Platform as well as further IT projects over the course of four meetings.
The Digital Transformation Committee held four meetings in 2022 in which it dealt with the digitalisation of core processes, the reduction in complexities in the product portfolio and the consolidation of digital work processes related to customers and employees.
The Supervisory Board’s Human Resources and General Remuneration Committee (HR Committee), which was newly appointed on 7 April 2022, held three meetings on diversity and inclusion matters, employee development and talent management issues, as well as executive remuneration schemes and employee share ownership schemes. The Committee also dealt intensively with the progress of the HR strategy within the framework of UNIQA 3.0. The HR Committee’s activities are closely coordinated with the Personnel Committee.
The chairs of the respective committees informed the full Supervisory Board about the meetings and their committees’ work.
For information concerning the activities of the Supervisory Board and its committees, please also refer to the details in the Report of the Supervisory Board.
As the shareholder representatives are composed of the same individuals, the Supervisory Board of UNIQA Insurance Group AG meets in a joint session with the Supervisory Board of UNIQA Österreich Versicherungen AG.