Supervisory Board Committees

The following qualified Supervisory Board committees were established to increase its efficiency and to address complex matters:

Committee for urgent matters (working committee)

The Committee for Urgent Matters (Working Committee) decides on matters that require approval of the Supervisory Board, but cannot be deferred to the next ordinary Supervisory Board meeting because of particular urgency.

Günter Geyer (Chairman)
Substitute: Gertrude Tumpel-Gugerell

Rudolf Ertl
Substitute: Martina Dobringer

Georg Riedl
Substitute: Maria Kubitschek

Audit committee (accounts committee)

The Audit Committee (Accounts Committee) is responsible for the duties assigned by § 92 (4a) no. 4 of the Austrian Stock Corporation Act (AktG), § 123 (9) of the Austrian Insurance Supervision Act (VAG) and Regulation (EU) No. 537/2014, namely:

  1. To monitor the accounting process and provide recommendations or suggestions to ensure its reliability;
  2. To monitor the effectiveness of the Company’s internal control system and, if applicable, the internal audit function and risk management system;
  3. To monitor the audit of the financial statements and the consolidated financial statements, taking into account the findings and conclusions in reports published by the Supervisory Authority for financial statement auditors in accordance with § 4 (2) no. 12 of the Austrian Auditor Supervision Act (APAG);
  4. To check and monitor the independence of the financial statement auditor (consolidated financial statement auditor), in particular with respect to the additional services provided for the audited company; Art. 5 of Regulation (EU) No. 537/2014 and § 271a (6) UGB apply;
  5. To report the results of the financial statement audit to the Supervisory Board and explain how the financial statement audit has contributed to the reliability of the financial reports and the role of the Audit Committee in this;
  6. To audit the annual financial statements and prepare their approval, examine the proposal for appropriation of profits, the management report, the solvency and financial condition report and, if applicable, corporate governance report, and present a report on the audit findings to the Supervisory Board or to the Board of Directors;
  7. If necessary, audit the consolidated financial statements and Group management report, the solvency and financial condition report at Group level and the corporate governance report at consolidated level, and report the results of the audit to the Supervisory Board or to the Board of Directors;
  8. To perform the procedure to elect the financial statement auditor (consolidated financial statement auditor) taking into account the appropriateness of the fees in accordance with Art. 4 of Regulation (EU) No. 537/2014 and the rotation periods in Art. 17 of Regulation (EU) No. 537/2014, and recommend appointment of a financial statement auditor (consolidated financial statement auditor) to the Supervisory Board in accordance with Art. 16 of Regulation (EU) No. 537/2014.

In addition, the Audit Committee (Accounts Committee) will determine in a further meeting (another meeting, in addition to the meeting required by law) how communication between the (consolidated) financial statements auditor and the Audit Committee will take place, leaving the option open for the Audit Committee (Accounts Committee) and the (consolidated) financial statements auditor to meet without an Managing Board Member being present.

All members of the Audit Committee are experienced financial experts with knowledge and practical experience in finance, accounting and reporting that satisfy the requirements of the Company.

Gertrude Tumpel-Gugerell (Chairwoman)
1st substitute: Gabriele Semmelrock-Werzer
2nd substitute: Heinz Öhler

Georg Riedl (Deputy Chairman)
1st substitute: Gabriele Semmelrock-Werzer
2nd substitute: Heinz Öhler

Martina Dobringer
Substitute: Heinz Öhler

Rudolf Ertl
1st substitute: Gabriele Semmelrock-Werzer
2nd substitute: Heinz Öhler

Günter Geyer
1st substitute: Gabriele Semmelrock-Werzer
2nd substitute: Heinz Öhler

Maria Kubitschek
Substitute: Heinz Öhler

Committee for managing board matters (compensation committee)

The Committee for Managing Board Matters (Compensation Committee) deals with personnel matters of the Managing Board. The Committee for Managing Board Matters therefore decides on employment contract terms with members of the Managing Board and their compensation and examines remuneration policies at regular intervals.

Günter Geyer (Chairman)
Rudolf Ertl
Georg Riedl

Strategy committee

The Strategy Committee cooperates with the Managing Board and, when appropriate, with experts that it consults in order to prepare fundamental decisions that will subsequently be decided upon by the entire Supervisory Board.

Günter Geyer (Chairman)
Substitute: Gertrude Tumpel-Gugerell

Rudolf Ertl
Substitute: Martina Dobringer

Georg Riedl
Substitute: Gabriele Semmelrock-Werzer

Nomination committee

The Supervisory Board adopted a resolution to establish a Nomination Committee during its meeting on 30 May 2017. The Nomination Committee submits proposals to the Supervisory Board to fill positions that become available on the Managing Board and handles issues regarding successor planning.

Günter Geyer
Rudolf Ertl
Georg Riedl
Martina Dobringer

In 2014, the Supervisory Board gave its consent to VIG Holding and other companies of the Group that allowed them to use the legal services of Georg Riedl, Supervisory Board Member, and engage him or his law firm to act as a representative and provide advisory services on a project-related basis under normal market terms. Georg Riedl is a lawyer who has performed consultancy services for the Group, for which he received fees totalling (nett) EUR 117,610.82 plus cash expenses and 20% VAT (of which EUR 73,174.99 plus cash expenses and 20% VAT were for VIG Holding) in the 2017 reporting year. Supervisory Board Members Gerhard Fabisch and Gabriele Semmelrock-Werzer are members of the managing boards of companies with which distribution agreements were concluded under normal market and industry terms and conditions. The Company did not enter into any other agreements with Supervisory Board Members in 2017 that would have required the approval of the Supervisory Board.