On this page you will find all relevant information on the subject of management, Supervisory Board committees, and the independence of Supervisory Board and committee members.
Remuneration Policy UNIQA Insurance Group AG
Committees of the Supervisory Board
The members of the individual committees of the Supervisory Board of UNIQA Insurance Group AG are listed in the consolidated Corporate Governance Report 2022.
Excerpt from the rules of procedure of the Supervisory Board:
A "Working Committee" shall be set up, which shall consist of the chairman, his three deputies, and two other members elected by the supervisory board. The working committee can make decisions only if the urgency of a matter does not allow decisions to be taken at the next meeting of the supervisory board. It is up to the chairman to determine whether a matter is urgent. Reports about the resolutions shall be issued in the next meeting of the supervisory board. Subject to the above, the working committee can generally decide all matters for which the supervisory board is responsible, except for those matters to be decided by the entire supervisory board as prescribed by law and the articles of association and the following matters:
- Supervision of the management per se (Section 95 (1) AktG);
- Audit of the financial statements, of the proposal for the allocation of profits, of the management report, and the respective reports to the shareholders meeting (Section 96 AktG);
- Participation in adopting the financial statements (Section 125 AktG);
- Notice of shareholders' meeting;
- Appointment and recall of the members of the management board;
- Election and recall of the chairing committee of the supervisory board (Aufsichtsratspräsidium);
- Incorporation, acquisition and sale of investments and real property with a value in excess of EUR 50 million (fifty million Euros) in a particular case;
- Taking up and abandoning business activities abroad;
- Reorganisations, amendments of the articles of association, capital measures.
Furthermore, a "Committee for Management Matters" shall be set up for the relations between the Company and the members of its management board (Section 92 (4) last half sentence AktG). It shall consist of the chairman and his three deputies.
Furthermore, an "Audit Committee" (Section 92 (4a) AktG) shall be set up, which shall consist of the chairman, his three deputies, and two other members elected by the supervisory board.
Furthermore, an "Investment Committee" shall be set up which shall consist of six members elected by the supervisory board. This committee will advise the management board on its investment policy, but does not have decision-making power.
Furthermore, an "IT committee" shall be set up which shall consist of four members elected by the supervisory board. This committee shall monitor the implementation of a new IT core system for the Group and/or the implementations of the UNIQA Insurance Platform (UIP). It does not have any decision-making powers.
Finally, a "Committee for Digital Transformation" is to be appointed, which shall consist of up to six members elected by the supervisory board. This committee deals with considerations for the development of new digital business models. It does not have any decision-making powers.
A “Human Resources and General Remuneration Committee” (“HR Committee”) was appointed on 7 April 2022. It deals with diversity and inclusion matters, employee development and talent management issues, as well as executive remuneration schemes and employee share ownership schemes.
Independence of Supervisory Board and committee members
At its meeting on 26 March 2009, the Supervisory Board of UNIQA Insurance Group AG decided upon the following guidelines for the independence of Supervisory Board members (in accordance with rule 53 of the Austrian Code of Corporate Governance).
A member of the Supervisory Board shall be deemed independent if said member does not have any business or personal relationships with the company or its Management Board that constitute a material conflict of interests and are therefore capable of influencing the actions of the member.
Further criteria for the independence of Supervisory Board members are as follows:
- The Supervisory Board member shall not have served as a member of the Management Board or as a management-level employee of the company or one of its subsidiaries within the past five years.
- The Supervisory Board member shall not maintain or have maintained in the past year any business relationship with the company or one of its subsidiaries to an extent of significance for the member. This shall also apply to business relationships with companies in which the Supervisory Board member has a significant economic interest, but shall not apply for the exercise of executive functions in the Group.
- The Supervisory Board member shall not have acted as auditor of the company or have owned shares in the auditing company or have worked there as an employee within the past three years.
- The Supervisory Board member shall not be a member of the management board of another company in which a member of the Management Board is a Supervisory Board member unless one of the companies is affiliated with the other by membership of the Group or holds shares in the other company.
- The Supervisory Board member shall not remain on the Supervisory Board for more than 15 years. This shall not apply to Supervisory Board members who are shareholders with a direct investment in the company or who represent the interests of such a shareholder.
- The Supervisory Board member shall not be a close relation (direct offspring, spouse, life partner, parent, aunt, uncle, sibling, niece, nephew) of any member of the Management Board or of persons who hold one of the aforementioned positions.