Corporate Governance Report

The Vienna Insurance Group complies with all of the "legal requirements" of the Austrian Corporate Governance Code in accordance with the law. The Vienna Insurance Group deviates from three "comply or explain" rules, as explained below:

Rule 31: The fixed and variable performance-linked annual remunerations of each individual Management Board member are to be disclosed in the Corporate Governance Report for each financial year. This shall also apply if the remuneration
is paid through a management company.

Rule 51: The remuneration for the financial year to supervisory board members is to be reported in the Corporate Governance Report for each individual member of the supervisory board. Generally, there are no stock option plans for members of supervisory boards. Should stock option plans be granted in exceptional cases, then these must be decided in every detail by the general meeting.

Explanation: The principles of the compensation paid to members of the Managing Board and Supervisory Board are published, as is the total compensation paid to all members of the Managing Board and the Supervisory Board. There are no stock options plans for members of the Managing Board or Supervisory Board. Detailed information on the individual amounts of compensation received by Managing Board and Supervisory Board members would have relatively little informational value to investors and is not published in the Corporate Governance Report in the interests of respecting the rights to privacy of members of those Boards.

The Company endeavours to keep the total operating compensation of its Managing Board members approximately at comparable net levels, even when a board member is subject in part to different taxation requirements in other countries due to additional operational functions. The result of these efforts has led the corporation to give individual members of the Managing Board lower gross compensation than other Managing Board members, such that the publication of the individual salaries does not have any real significance.

Rule 41: The supervisory board shall set up a nomination committee. In cases of supervisory boards with not more than six members (including employees’ representatives) this function may be exercised by all members jointly. The nomination committee submits proposals to the supervisory board for filling mandates that become free in the Management Board and deals with issues of successor planning.

Explanation: Because of its particular importance, the issue of successor planning is handled by the Supervisory Board as a whole. The Supervisory Board of the VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe for
this reason has not set up a nomination committee.

Corporate Governance Report Vienna Insurance Group 2010
              (152 KB, Group Annual Report 2010 pages 45 - 54)

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