Corporate governance report

The Austrian Code of Corporate Governance (ÖCGK) was introduced in 2002 and is amended periodically to account for changes in the law and current trends. It is the standard for proper corporate governance and control in Austria. Provisions of the Code contribute to strengthening of trust in the Austrian capital market, and the report that companies are required to publish on compliance with these provisions requires a high level of transparency.

Vienna Insurance Group is committed to the application of and compliance with the January 2015 version of the Austrian Code of Corporate Governance. § 267b UGB (Consolidated Corporate Governance Report) is also applied when preparing this report.

The Austrian Code of Corporate Governance is available to the public both on the Vienna Insurance Group website at www.vig.com/ir and the website of the Austrian Working Group for Corporate Governance at www.corporate-governance.at.

Vienna Insurance Group views corporate governance as a continuous process that changes in response to new conditions and current trends and must be continuously improved for the benefit of the Group and all its stakeholders. The goal of all corporate governance measures is to ensure responsible corporate management aimed at long-term growth while simultaneously maintaining effective corporate control.

Vienna Insurance Group Managing Board, Supervisory Board and employees consider observance of and compliance with the rules of the Austrian Code of Corporate Governance to be highly important for the practical implementtation of corporate governance. Vienna Insurance Group’s declaration of adherence to the Code, discussions regarding the areas of deviation and detailed information on the composition of, procedures followed by and the compensation of the Managing Board and Supervisory Board are clearly organised and presented below.

The rules of the Austrian Code of Corporate Governance are divided into the following three categories:

• Rules based on mandatory legal requirements (“Legal Requirement”)
• Rules based on standard international requirements. Non-compliance with these rules must be declared and explained in order to comply with the Code (“Comply or Explain”)
• Non-compliance with rules of a purely recommending nature does not need to be disclosed or explained (“Recommendation”)

VIG complies with all of the “Legal Requirements” of the Austrian Code of Corporate Governance as set forth by law. VIG deviates from one “Comply or Explain” rule, as explained below:

Rule 41

The supervisory board shall set up a nomination committee. In cases of supervisory boards with no more than six members (including employees’ representatives), the function may be exercised by all members jointly. The nomination committee submits proposals to the supervisory board for filling mandates that become free on the management board and deals with issues relating to successor planning.

Explanation: Because of its special importance, the entire issue of successor planning is handled by the Supervisory Board. The Vienna Insurance Group Supervisory Board has therefore not established a nomination committee.

VIG’s scope of consolidation also includes capital market-oriented subsidiaries that are required by the legal systems applicable to them to prepare and publish corporate governance reports. These include: Bulstrad Non-Life (Bulgaria), Makedonija (Macedonia) and Ray Sigorta (Turkey). The corporate governance reports are included in the annual reports of these companies and can be accessed on their websites: www.raysigorta.com.tr (About > Investor Relations), www.bulstrad.bg/en/ (About Bulstrad > Financial Results), www.insumak.mk. Any areas of deviation, and the reasons for these deviations, are indicated in the corporate governance reports for these countries.