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 24 February 2023
- 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 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. The Supervisory Board of VIG Holding currently 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.
Corporate Governance Report 2021:
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
- Highly diverse and experienced Supervisory Board
- Directors are elected on an individual basis
- Five qualified committees with defined responsibilities
- Regular meeting attendance
- The remuneration of the members of the Supervisory Board include a monthly remuneration and an attendance fee per meeting.
Supervisory Board Diversity
High attendance rates at Supervisory Board and committee meetings
Qualified and diverse 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