While the General Meeting serves to jointly form the will of the shareholders in the affairs of the Company, the Supervisory Board supervises the management of the Company the Managing Board is in charge of.
VIG Holding is committed to the application of and compliance with the Austrian Code of Corporate Governance.
The L-Rules ("Legal Requirement") are observed in their entirety in accordance with the law.
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 of the Austrian Code of Corporate Governance, the number of members on the Supervisory Board (without employee representatives) shall be ten at most. In 2022, the Supervisory Board of VIG Holding consisted of twelve members elected by the Annual General Meeting. The number of members in the Supervisory Board is due to the fact that the company operates over 50 insurance companies and pension funds in 30 countries. This makes it possible to include additional expertise with respect to the internationality and further growth of the Group, including in response to increasing regulatory requirements.
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.
Our compliance management system promotes a culture of integrity to protect the Company and its employees from penalities and other financial losses and the good reputation of VIG.
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.
The remuneration report provides for a detailed overview of the remuneration paid or owed to current or previous members of the Managing Board and Supervisory Board during the financial year. The remuneration report shall be submitted to the General Meeting for voting. The vote shall be of a recommendatory nature.
The remuneration policy outlines the principles for the remuneration of the members of the Managing Board and the members of the Supervisory Board. It aims to promote the business strategy and the long-term development of the Company. The remuneration policy must be submitted to the General Meeting at least every four financial years as well as in the case of any material changes.