2024 VIG Corporate Governance Report
Corporate Governance Report
Transparency and stakeholder trust are important to us. Observance of and compliance with the provisions of the Austrian Code of Corporate Governance therefore play an important role.
The
The rules of the Austrian Code of Corporate Governance are divided into the following three categories:
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Rules based on mandatory legal requirements ("Legal Requirements")
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Rules that must be observed. Non-compliance with these rules must be declared and explained in order to comply with the Code ("Comply or Explain")
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Non-compliance with rules which are merely recommendations does not need to be disclosed or explained ("Recommendations")
The Group's scope of consolidation also includes capital market-oriented subsidiaries that are required by the legal systems applicable to them to prepare and publish a corporate governance report. These include:
-
https://www.insumak.mk/about-us/reports/?lang=en (as an integral part of the annual report).
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https://www.raysigorta.com.tr/en/about-us/investor-relations ("Reports" tab -> Corporate Governance Compliance Reports).
Reference is made to the information in this regard.
The shareholder structure of
MEMBERS OF THE MANAGING BOARD AND THEIR RESPONSIBILITIES
The VIG Holding Managing Board had the following seven members as of
Hartwig Löger
General Manager (CEO), Chairman of the Managing Board
Year of birth: 1965
Date first appointed:
Hartwig Löger began his career in the insurance industry in the brokerage business in 1985. After completing his studies in insurance management at the
Areas of responsibility: Leading VIG Group, Strategy, General Secretariat & Legal, Opportunity Management, Human Resources, CO3
Country responsibilities:
Peter Höfinger
Deputy General Manager, Deputy Chairman of the Managing Board Year of birth: 1971
Date first appointed:
Company
Areas of responsibility: Corporate Business, Reinsurance, European Affairs, Sponsoring Country responsibilities:
Liane Hirner , CFRO
Year of birth: 1968
Date first appointed:
Areas of responsibility: Group Finance & Regulatory Reporting, Group Actuarial, Planning and Controlling, Risk Management, Tax Reporting & Transfer Pricing, Subsidiaries and Transaction Management
Country responsibilities:
Supervisory board positions or comparable positions in other Austrian and foreign companies outside the Group:
Gerhard Lahner , COO
Year of birth: 1977
Date first appointed:
Areas of responsibility: Asset Management (incl. Real Estate), Group Treasury & Capital Management, Process & Project Management, VIG IT
Country responsibilities:
Supervisory board positions or comparable positions in other Austrian and foreign companies outside the Group: Wiener Börse AG
Gábor Lehel , CIO
Year of birth: 1977
Date first appointed:
Areas of responsibility: Assistance, Data & Analytics, Transformation & New Business Country responsibilities:
Harald Riener
Year of birth: 1969
Date first appointed:
Company
Areas of responsibility:
Supervisory board positions or comparable positions in other Austrian and foreign companies outside the Group: VIG/C-QUADRAT
Christoph Rath
Deputy Member of the Managing Board
Year of birth: 1976
Date first appointed:
Area of responsibility: RiskConsult
Country responsibilities:
The Managing Board as a whole is responsible for the Compliance (including AML), Internal Audit, Investor Relations and Actuarial Function agendas. The curricula vitae of the members of the Managing Board are available on the website at group.vig/management.
Changes during the financial year
MEMBERS OF THE SUPERVISORY BOARD
The Supervisory Board had the following twelve members as of
Rudolf Ertl Chairman
Year of birth: 1946
Date first appointed: 2014
End of current term of office: 2028
knowledge of the CEE region, make
Martin Simhandl
1stDeputy Chairman
Year of birth: 1961
Date first appointed: 2024
End of current term of office: 2028
Company
held Supervisory Board positions in the
Robert Lasshofer
2ndDeputy Chairman
Year of birth: 1957
Date first appointed: 2021
End of current term of office: 2028
Robert Lasshofer has decades of top experience in the insurance industry. Robert Lasshofer has been General Manager and Chairman of the Managing Board of Wiener Städtische Wechselseitiger Versicherungsverein since 2021. He was General Manager and Chairman of the Managing Board of Wiener Städtische until the end of 2020. He has a degree in economics and was president of the
Martina Dobringer
Year of birth: 1947
Date first appointed: 2011
End of current term of office: 2028
András Kozma
Year of birth: 1968
Date first appointed: 2022
End of current term of office: 2028
Following his business administration studies in
of the Managing Board of the
Vratislav Kulhánek
Year of birth: 1943
Date first appointed: 2024
End of current term of office: 2028
Vratislav Kulhánek studied economics in
Hana Machačová
Year of birth: 1953
Date first appointed: 2024
End of current term of office: 2028
Hana Machačová has been managing the sales activities of KOOPERATIVA poisťovňa for over 20 years, the majority of that time as a member of the Managing Board. During that time, she has played a significant role in doubling the company's market share to around 25%. As a lawyer, she also manages social projects in the
Peter Mihók
Year of birth: 1948
Date first appointed: 2019
End of current term of office: 2028
Since 1992, Peter Mihók has been Chairman of the Slovakian Chamber of Trade and Industry, Honorary Chair of the
Katarína Slezáková
Year of birth: 1976
Date first appointed: 2020
End of current term of office: 2028
Katarína Slezáková graduated from the Faculty of Business Management at the
Ágnes Svoób
Year of birth: 1987
Date first appointed: 2024
End of current term of office: 2028
Ágnes Svoób has been working in the financial sector since the beginning of her career and is currently Managing Director of Equilor Befektetési Zrt., one of
Peter Thirring
Year of birth: 1957
Date first appointed: 2023
End of current term of office: 2028
Gertrude Tumpel-Gugerell
Year of birth: 1952
Date first appointed: 2012
End of current term of office: 2028
The curricula vitae of the members of the Supervisory Board are available on the website at group.vig/supervisory-board.
Changes during the financial year
In 2024, the Supervisory Board elected
SUPERVISORY BOARD INDEPENDENCE
In accordance with Rule 53 of the Austrian Code of Corporate Governance, the Supervisory
-
The Supervisory Board member has not been a member of the Managing Board of the Company or of an insurance company, a pension fund or an asset management company of
VIG Group in the last five years.Company
-
The Supervisory Board member does not have a business relationship with the Company or a subsidiary of the Company that is of such significant scope for the Supervisory Board member that it affects their activities on the Supervisory Board to the detriment of the Company. This also applies to business relationships with companies in which the Supervisory Board member has a considerable economic interest. The approval of individual transactions by the Supervisory Board in accordance with
§ 95 (5) (12) of the Austrian Stock Corporation Act (AktG) or
§ 15 (2) (l) of the Articles of Association does not automatically lead to a classification of non-independence. For the purpose of clarification, it is expressly noted that purchase or existence of insurance policies with the Company has no adverse effect on independence.
-
The Supervisory Board member has not been an auditor of the Company's financial statements, or held an ownership interest in or been an employee of the auditing company executing such audits in the last three years.
-
The Supervisory Board member is not a member of the Managing Board of another company that has a member of the Company's Managing Board on its Supervisory Board.
-
The Supervisory Board member is not a close family member (direct descendant, spouse, partner, parent, uncle, aunt, brother, sister, niece, nephew) of a member of the Managing Board or individuals holding one of the positions described above.
Each member of the Supervisory Board has declared whether they can be considered independent based on the criteria specified by the Supervisory Board. Robert Lasshofer, Peter Mihók and
The following Supervisory Board members exercised supervisory mandates or comparable positions in other non-Group Austrian or foreign listed companies as of
Robert Lasshofer
Gertrude Tumpel-Gugerell
PROCEDURES FOLLOWED BY THE MANAGING BOARD AND BY THE SUPERVISORY BOARD AND ITS COMMITTEES
Managing Board
The Managing Board manages the business of the Company under the leadership of its Chairperson and within the constraints of the law, Articles of Association, procedural rules of the Managing Board and procedural rules of the Supervisory Board.
The Managing Board meets when needed (generally every two weeks) to discuss current business developments, and makes the necessary decisions and resolutions during the course of these meetings. The Managing Board members continuously exchange information with each other and the heads of various departments. The country responsibilities of the Managing Board members are exercised in particular through Supervisory Board activities in the Group companies.
Supervisory Board
The Supervisory Board performs all activities defined under the law, Articles of Association and the procedural rules of the Supervisory Board. In order to ensure effectiveness and efficiency of its activities and procedures, the Supervisory Board examines its procedures regularly, but at least once a year in the form of a self-evaluation. The Supervisory Board's evaluation of its activities in 2024 found that its organisational structure and procedures were satisfactory in terms of efficiency and in compliance with the law. It found no need for change or desire for change in the practices followed to date.
The Supervisory Board and its committees, Chairpersons and Deputy Chairpersons continuously monitor and regularly examine Company management as well as the activities of the Managing Board in terms of managing and monitoring the Group. This purpose is served by detailed presentations and discussions during meetings of the Supervisory Board and its committees as well as by detailed discussions on individual topics with Managing Board members who provide comprehensive explanations and evidence relating to management, the financial position of the
Company and that of the Group. Strategy, business development (overall and in individual regions), risk management, the internal control system, internal audit activities, the compliance function, actuarial function, reinsurance and other key topics - at the
The Supervisory Board and the Audit Committee also directly engage with the financial statements auditor and the consolidated financial statements auditor in order to familiarise themselves with the accounting process and audit progress, and to inquire whether the audit has produced any important findings. Provision was made for exchanges between the members of the Audit Committee and the (consolidated) financial statements auditor in such meetings without the presence of the Managing Board, but no member of the Audit Committee took advantage of this opportunity during the reporting year. During the meetings about annual and consolidated financial statements, the auditor's reports are discussed with the audit managers both in the Audit Committee and in the entire Supervisory Board. The Audit Committee examined the Solvency and Financial Condition Report (SFCR) at both the solo
The internal audit department provides quarterly reports to the Audit Committee. If necessary, the head of internal audit provides detailed explanations of individual issues and audit focal points. The head of internal audit also submits the annual audit plan to the Audit Committee for approval. The Managing Board explains the organisation and effectiveness of the internal control system, internal audit and the risk management system to the Audit Committee at least once a year, and provides the Audit Committee with a written report on this subject so that it can confirm the efficiency of the systems. The Audit Committee also examines the report and assessment of the functioning of the risk management system prepared by the (consolidated) financial statements auditor and reports its findings to the Supervisory Board.
The Audit Committee also dealt with the
At least once a year, the Managing Board presents the Supervisory Board with the measures taken by the VIG companies in order to prevent corruption, and the Supervisory Board discusses those.
When preparing the proposal for the Annual General Meeting regarding the election of a new Supervisory Board member, the Supervisory Board takes into account the professional and personal requirements provided for by law and the Austrian Code of Corporate Governance that a Supervisory Board member must satisfy and observe.
The Audit Committee and Supervisory Board also strictly ensure that all of the requirements and conditions provided for under the law and
The Supervisory Board also dealt with IT security issues in financial year 2024.
In 2024, the Managing
The Managing Board and Supervisory Board prepared a remuneration report for financial year 2024.
Company
The Supervisory Board established five committees to increase its efficiency and to address complex matters: Committee for Urgent Matters (Working Committee), Audit Committee (Accounts Committee), Committee for Managing Board Matters (Personnel Committee),
SUPERVISORY BOARD COMMITTEES
COMMITTEE FOR URGENT MATTERS (WORKING COMMITTEE)
Rudolf Ertl (Chairman) Robert Lasshofer Martin Simhandl
If one of the members is unable to attend,
AUDIT COMMITTEE (ACCOUNTS COMMITTEE)
The Audit Committee (Accounts Committee) is responsible for the duties assigned to it by law and is, in particular, responsible for the duties assigned in § 92 (4a)(4) of the Austrian Stock Corporation Act (AktG), § 123 (9) of the Austrian Insurance Supervision Act (VAG) and Regulation (EU) No. 537/2014, namely:
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to monitor the accounting process and provide recommendations or suggestions to ensure its reliability;
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to monitor the effectiveness of the Company's internal control system and the internal audit function and risk management system;
-
to monitor the audit of the financial statements and consolidated financial statements taking into account findings and conclusions in reports published by the supervisory authority for financial statement auditors in accordance with § 4 (2)(12) of the Austrian Auditor Supervision Act (APAG);
-
to check and monitor the independence of the financial statements auditor (consolidated financial statements 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;
-
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;
-
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 corporate governance report, and present a report on the results of the audit to the Supervisory Board;
-
to 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; -
to perform the procedure to elect the financial statements auditor (consolidated financial statements 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 statements auditor (consolidated financial statements auditor) to the Supervisory Board in accordance with Art. 16 of Regulation (EU) No. 537/2014.
Furthermore, the Audit Committee (Accounts Committee) specifies how the two-way communication between the (consolidated) financial statements auditor and the Audit Committee (Accounts Committee) has to take place, while making provision for exchanges to take place between the Audit Committee (Accounts Committee) and the (consolidated) financial statements auditor without the presence of the Managing Board.
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.
Chairwoman:
Gertrude Tumpel-Gugerell
Deputy Chairwoman:
Martina Dobringer
Other members:
Rudolf Ertl András Kozma Robert Lasshofer Peter Mihók Martin Simhandl
Katarína Slezáková Ágnes Svoób
If one of the members is unable to attend, Hana Machačová will also attend this meeting and if an additional member is unable to attend, Vratislav Kulhánek will also attend the meeting. If
COMMITTEE FOR MANAGING BOARD MATTERS (PERSONNEL COMMITTEE)
Rudolf Ertl (Chairman) Robert Lasshofer Martin Simhandl
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.
Rudolf Ertl (Chairman)
András Kozma Robert Lasshofer Peter Mihók Martin Simhandl
If one of the members is unable to attend,
NOMINATION COMMITTEE
The Nomination Committee submits proposals to the
Rudolf Ertl (Chairman) Martina Dobringer Robert Lasshofer Peter Mihók
Martin Simhandl Gertrude Tumpel-Gugerell
NUMBER OF MEETINGS OF THE SUPERVISORY BOARD AND ITS COMMITTEES IN THE FINANCIAL YEAR 2024
One Annual General Meeting and seven Supervisory Board meetings distributed across the financial year were held in 2024. Furthermore, four meetings of the Audit Committee (Accounts Committee) were held and one resolution of the Audit Committee was adopted by written circulation. The annual financial statements and consolidated financial statements auditor, KPMG Austria GmbH Wirtschaftsprüfungs-und Steuerberatungsgesellschaft (KPMG), attended four Audit Committee meetings and four Supervisory Board meetings in 2024, including the Supervisory Board meeting that addressed the audit of the 2023 annual financial statements and the 2023 consolidated financial statements as well as formal approval of the 2023 annual financial statements, and also attended the Annual General Meeting.
Three meetings of the Committee for Managing Board Matters (Personnel Committee) were held in 2024.
did not meet in 2024. Strategic matters were handled by the Supervisory Board as a whole.
Company
MEETING ATTENDANCE BY MEMBERS OF THE SUPERVISORY BOARD IN FINANCIAL YEAR 2024
The table below shows the meeting attendance of the ordinary members:
|
|
Supervisory Board |
Audit Committee |
Working Committee |
Strategy Committee |
Personnel Committee |
Nomination Committee |
|
7 meetings 4 meetings No meetings No meetings 3 meetings 1 meeting |
||||||
|
|
3/3 |
1/1 |
3/3 |
1/1 |
||
|
|
5/7 |
3/4 |
3/3 |
1/1 |
||
|
|
4/4 |
3/3 |
||||
|
Robert Lasshofer (2ndDC) |
6/7 |
4/4 |
3/3 |
1/1 |
||
|
|
7/7 |
4/4 |
1/1 |
|||
|
|
2/3 |
1/1 |
||||
|
|
3/3 |
|||||
|
András Kozma |
7/7 |
4/4 |
||||
|
Vratislav Kulhánek2 |
4/4 |
|||||
|
Hana Machačová2 |
4/4 |
|||||
|
Peter Mihók |
7/7 |
4/4 |
||||
|
|
3/3 |
|||||
|
Katarina Slezáková |
7/7 |
4/4 |
||||
|
Ágnes Svoób2 |
4/4 |
3/3 |
||||
|
|
7/7 |
|||||
|
|
3/7 |
2/4 |
||||
1Stepped down from the Supervisory Board on
2Election to the Supervisory Board at the Annual General Meeting on
DIVERSITY CONCEPT
With over 50 insurance companies and pension funds and around 30,000 employees in
For
"We do not tolerate any kind of discrimination. We are committed to promoting equal opportunities with regard to the employment and promotion of staff, regardless of their faith, religion, gender, beliefs, ethnicity, nationality, sexual orientation, age, skin colour, disability or civil status."
Group and VIG Holding level
The diversity concept focuses on the criteria of gender, generations and internationality at the
-
Gender: ensure equal gender treatment in all areas (career and development options, benefits and income, etc.)
-
Generations: use mixed-age teams and take into account the various phases of life to develop full potential. Generation-appropriate offers and support in the various phases of life, leafrom one another, life balance, fair recruitment
-
Internationality: Group-wide exchange of experience, collaborative learning, use of the internal Group job market and ensuring an appropriate mix of people from different countries within
VIG Holding
The criteria of gender, generations and internationality are also taken into account when new Supervisory Board members are proposed for election at General Meetings.
The topic of diversity is incorporated into the Group-wide management training programmes, both in the selection of participants and in the selection of lecturers.
Level of the VIG insurance companies
In accordance with the principle of local entrepreneurship, the VIG insurance companies choose their own diversity priorities and are independently responsible for their implementation.
Diversity Advisor
The Diversity Advisor advises both
MEASURES TO PROMOTE WOMEN IN MANAGING BOARD, SUPERVISORY BOARD AND MANAGEMENT POSITIONS
These measures aim to create a sustainable working environment in which talent is specifically nurtured, developed and retained over the long term.
DIVERSITY
The consolidated non-financial report (sustainability statement) in this report contains diversity key figures at both
EXTERNAL EVALUATION REPORT
C-Rule 62 of the Austrian Code of Corporate Governance provides for voluntary external evaluation of compliance with the C-Rules of the Code.
Company
Hartwig Löger
General Manager (CEO), Chairman of the Managing Board
Peter Höfinger
Deputy General Manager, Deputy Chairman of the Managing Board
Liane Hirner CFRO, Member of the Managing Board
Gerhard Lahner COO, Member of the Managing Board
Gábor Lehel
CIO, Member of the Managing Board
Harald Riener
Member of
the Managing Board
Christoph Rath Deputy Member of the Managing Board
Attachments
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