Investor Relations

Corporate Governance at VIG

Vienna Insurance Group views corporate governance as a continuous process that changes in response to altering conditions and new market standards and is 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.

The Austrian Code of Corporate Governance (ÖCGK)

The Austrian Code of Corporate Governance was introduced in 2002 and is amended periodically to account for changes in the law and new market standards. It is the standard for good corporate governance and control in Austria.

VIG Holding is committed to the application of and compliance with the Austrian Code of Corporate Governance.

Last update 12 September 2022

  • Legal Requirements
    The L-Rules ("Legal Requirement") are observed in their entirety in accordance with the law.
     
  • Comply or Explain
    VIG Holding differs from the rules of the Code for the reporting year 2021 for the following C-Rule ("Comply or Explain") and explains this as follows:

    Rule 52a
    According to C-Rule 52a ÖCGK, the number of members of the Supervisory Board (excluding employee representatives) shall not exceed ten. In 2021, the Supervisory Board of VIG Holding consists of twelve members elected by the Annual General Meeting. The non-compliance is due to the around 50 insurance companies of VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe being active in more than 30 countries. The number of Supervisory Board members of twelve enables VIG Group to utilise additional expertise considering the international presence and further growth of VIG Group and also in connection with increasing regulatory requirements.

  • Recommendation
    All R-Rules ("Recommendation") are fulfilled in the spirit of transparency.

VIG Holding performs voluntary external evaluation of compliance with the C-Rules of the Code at least every three years according to C-Rule 62 of the Austrian Code of Corporate Governance. The last evaluation was performed for the consolidated corporate governance report for financial year 2020 by KPMG and Wolf Theiss and concluded with positive reports. The next evaluation is scheduled for financial year 2023.

Shareholders' Rights: “One Share – One Vote”

The share capital of the Company is divided into 128,000,000 voting no-par value bearer shares, each representing an equal portion of the share capital.

Find more information in the Articles of Association

The Supervisory Board of the VIG Holding: experienced, diverse and committed

Zusammensetzung Aufsichtsrat / Composition Supervisory Board

Supervisory Board Diversity

Five charts show the composition of the Supervisory Board:  Gender diversity: 58% male, 42% female;  Age: 58% 65 years or older, 42% younger than 65; Nationality: 67% Austria, 33% other; Tenure: 58% 1-5 years, 25% 6-10 years, 17% > 10 years; Independence: 83% independent, 17% non-independent
As of 1 September 2022; 1 The Supervisory Board of VIG Holding has established independence criteria in accordance with Rule 53 of the Austrian Code of Corporate Governance. Peter Mihók and Robert Lassofer have each stated that they are not independent based on the independence criteria specified by the Supervisory Board.

High attendance rates at Supervisory Board and committee meetings

Five Supervisory Board meetings were held in 2021. Five meetings of the Audit Committee (Accounts Committee) were also held. The Committee for Urgent Matters (Working Committee) held one meeting in 2021. The Strategy Committee and Nomination Committee did not meet in 2021. No Member of the Supervisory Board attended less than half of the Supervisory Board meetings. The table shows the individual attendance of the Supervisory Board members at the meetings,
Financial year 2021, taking into account attendance by their substitutes; 2 Elected to the Supervisory Board in the Annual General Meeting of 21 May 2021. Appointment effective from 15 July 2021 3 New composition of committees or new deputy arrangements in the event of impediment from 6 September 2021 onwards

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Qualified and diverse Managing Board

Zusammensetzung Vorstand / Composition Managing Board
  • Managers with in-depth knowledge of the insurance industry as well as internal and external management experience
  • The remuneration of the Managing Board promotes the implementation of the strategy and is linked to the company performance
  • Sustainability requirements in connection with variable remuneration prevent a work ethic which merely focuses on short-term optimization
  • Variable remuneration is based on financial and non-financial key indicators