Uniqa Insurance : Consolidated Corporate Governance Report 2020

CORPORATE GOVERNANCE / ­Corporate­Governance Report

Consolidated

CORPORATE GOVERNANCE Report

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UNIQA has been committed to compliance with the Austrian Code of Corporate Governance since 2004 and publishes the declaration of conformity both in the Group report and on www.uniqagroup.com in the Investor Relations section. The Austrian Code of Corporate Governance is also publicly available at www.uniqagroup.com and www.corporate-governance.at.

The Corporate Governance Report and the Consolidated Corporate Governance Report of UNIQA Insurance Group AG are summarised in this report in accordance with Section 267b in conjunction with Section 251(3) of the Austrian Commercial Code.

Implementation and compliance with the individual rules in the Austrian Code of Corporate Governance, with the exception of Rules 77 to 83, are evaluated annually by PwC Wirtschaftsprüfung GmbH. Rules 77 to 83 of the Austrian Code of Corporate Governance are evaluated by the law firm Schönherr Rechtsanwälte GmbH. The evaluation is carried out based mainly on the questionnaire, published by the Austrian Working Group for Corporate Governance, for the evaluation of compliance with the Code. The reports on the external evaluation in accordance with Rule 62 of the Austrian Code of Corporate Governance can also be found at www.uniqagroup.com.

The Supervisory Board is supported by Vienna Strategy HUB GmbH with self-assessments of the Supervisory Board regarding the efficiency of its activities (Rule 36 of the Austrian Code of Corporate Governance).

UNIQA also declares its continued willingness to comply with the Austrian Code of Corporate Governance as currently amended. However, UNIQA deviates from the provisions of the Code as amended with regard to the following C rules (comply or explain rules), and the explanations are set out below.

Rule 49 of the Austrian Code of Corporate Governance

Due to the growth of UNIQA's shareholder structure and the special nature of the insurance business with regard to the investment of assets, there are a number of contracts with companies related to individual members of the Supervisory Board in which these Supervisory Board members discharge duties as members of governing bod- ies. If such contracts require approval by the Supervisory Board in accordance with Section 95(5)(12) of the Austrian Stock Corporation Act (Rule 48 of the Austrian Code of Corporate Governance), the details of these contracts cannot be made public for reasons of company policy and competition law. All transactions are in any case entered into and processed on an arm's length basis.

CORPORATE GOVERNANCE

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CORPORATE GOVERNANCE / ­Corporate­Governance Report

Members of the Management Board

		Supervisory Board appointments or compa-
		rable functions in other domestic and foreign
		companies not included in the consolidated
Name	Responsible for	financial statements
Andreas Brandstetter, Chief Executive	Strategy & Transformation, UNIQA Ventures,	Member of the Supervisory Board of
Officer (CEO)	New Business Areas (Health), Group	­STRABAG SE, Villach
* 1969, appointed 1 January 2002 until	General Secretary, Auditing, Art Insurance	Member of the Advisory Board of the KHM
30 June 2024	(until 31 July 2020)	Association of Museums, Vienna
Peter Eichler, Personal Insurance	Product Development - Health, Life & Casualty,
* 1961, appointed 1 July 2020 until 30 June 2024	Health Inpatient Benefits, Asset Management
	(UCM/UREM)

Wolf-Christoph Gerlach, Operations	Applications, Contracts & Customer Service,
* 1979, appointed 1 July 2020 until 30 June 2023	Property-Motor Vehicle/Property/Casualty Insur-
	ance, Life & Health Outpatient Benefits, Business
	Organisation (incl. OPEX & GPO), Purchasing &
	Administration, Group Service Centre (Nitra)
Peter Humer, Customers & Markets Austria	Regional offices, Retail ( Product Development	Member of the Supervisory Board of Salzburg
* 1971, appointed 1 July 2020 until 30 June 2024	& Pricing for Motor Vehicle and Standard	Wohnbau GmbH, Salzburg
	Property Business, Sales Service, Sales
	Management), Corporate (Product Development
	& Risk Engineering for Corporate Property
	Insurance, Affinity Business, Art Insurance
	(since 1 August 2020)), Digitalisation
Wolfgang Kindl, Customers & Markets	Retail (Product Development & Pricing for Motor
International	Vehicles and Standard Property Business, Sales
* 1966, appointed 1 July 2020 until 30 June 2024	Service, Sales Management), Corporate (Product
	Development & Risk Engineering for Corporate
	Property Insurance, Major/International Brokers,
	Affinity Business), Bank International (Product
	Service, Sales Service, Sales Management), New
	Insurance Solutions, Mergers & Acquisitions, Per-
	formance & Change Management International,
	General Secretariat International

René Knapp, HR & Brand	Strategic Personnel Management, Operating
* 1983, appointed 1 July 2020 until 30 June 2023	Personnel Management, Brand & Communi-
	cation, Ethics, Sustainability & Public Affairs,
	Works Council
Erik Leyers, Data & IT	Data Management, UITS, UIP Project	Member of the Supervisory Board of Raiffeisen
* 1969, appointed 1 June 2016 until 30 June 2024		Informatik Geschäftsführungs GmbH, Vienna

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	Number of UNIQA
Management and monitoring functions in significant subsidiaries	shares held
Chairman of the Management Board of UNIQA Österreich Versicherungen AG, Vienna (since 1 July 2020)	as at 31 December 2020:
Chairman of the Supervisory Board of SIGAL UNIQA Group AUSTRIA sh.a., Tirana	124,479 shares
Chairman of the Supervisory Board of SIGAL LIFE UNIQA Group AUSTRIA sh.a., Tirana
Chairman of the Board of Directors of UNIQA Re AG, Zurich
Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna	as at 31 December 2020:
Member of the Management Board of UNIQA International AG, Vienna (until 8 December 2020)	9,669 shares
Chairman of the Supervisory Board of PremiQaMed Holding GmbH, Vienna
Member of the Supervisory Board of Valida Holding AG, Vienna
Member of the Supervisory Board of UNIQA Biztosító Zrt., Budapest
Member of the Board of Directors of UNIQA Versicherung AG, Vaduz
˙
Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczen´ na Zycie S.A., Warsaw
Member of the Supervisory Board of UNIQA LIFE Private Joint Stock Company, Kiev (until 31 December 2020)
Member of the Supervisory Board of UNIQA poist´ovnˇa a.s., Bratislava (since 15 January 2021)
˙
Member of the Supervisory Board of AXA Zycie Towarzystwo Ubezpieczen´ S.A., Warsaw (since 15 October 2020)
Chairman of the Board of Directors of UNIQA GlobalCare SA, Geneva (Member of the Board of Directors until 19 March 2021)
Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna (since 1 January 2020)	as at 31 December 2020:
Member of the Supervisory Board of UNIQA Asigurari de Viata SA, Bucharest (since 3 March 2021)	6,570 shares
Member of the Supervisory Board of CherryHUB BSC Korlátolt Felelo˝sségu Társaság, Budapest
Member of the Supervisory Board of UNIQA pojišt´ovna, a.s., Prague (since 15 March 2021)
Member of the Supervisory Board of AXA životní pojišt´ovna a.s., Prague (since 15 March 2021)
Member of the Supervisory Board of AXA pojišt´ovna a.s., Prague (since 15 March 2021)
Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna	as at 31 December 2020:
Vice Chairman of the Supervisory Board of UNIQA International AG, Vienna (until 8 December 2020)	7,937 shares

Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna (since 1 July 2020)	as at 31 December 2020:
Chairman of the Management Board of UNIQA International AG, Vienna (until 8 December 2020)	17,848 shares
Vice Chairman of the Board of Directors of UNIQA Versicherung AG, Vaduz (until 22 January 2021)
Chairman of the Supervisory Board of UNIQA Asigurari SA, Bucharest
Chairman of the Supervisory Board of UNIQA Asigurari de Viata SA, Bucharest
Chairman of the Supervisory Board of UNIQA Insurance plc, Sofia
Member of the Supervisory Board of SIGAL UNIQA Group AUSTRIA sh.a., Tirana
Member of the Supervisory Board of SIGAL LIFE UNIQA Group AUSTRIA sh.a., Tirana
Chairman of the Supervisory Board of UNIQA Biztosító Zrt., Budapest (until 31 December 2020)
Chairman of the Supervisory Board of UNIQA poist´ovnˇa a.s., Bratislava (until 15 January 2021)
Chairman of the Supervisory Board of UNIQA pojišt´ovna, a.s., Prague (until 15 March 2021)
˙
Chairman of the Supervisory Board of UNIQA Towarzystwo Ubezpieczen´ na Zycie S.A., Warsaw
Chairman of the Supervisory Board of UNIQA Towarzystwo Ubezpieczen´ S.A., Warsaw
Member of the Board of Directors of UNIQA GlobalCare SA, Geneva (Chairman of the Board of Directors until 19 March 2021)
Chairman of the Supervisory Board of UNIQA Insurance Company Private Joint Stock Company, Kiev (until 31 December 2020)
Chairman of the Supervisory Board of UNIQA LIFE Private Joint Stock Company, Kiev (until 31 December 2020)
Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna (since 1 January 2020)	as at 31 December 2020:
Member of the Supervisory Board of UNIQA pojišt´ovna, a.s., Prague (until 15 March 2021)	5,000 shares
Member of the Supervisory Board of UNIQA osiguranje d.d., Zagreb (until 4 March 2021)
Member of the Supervisory Board of UNIQA poist´ovnˇa a.s., Bratislava (until 15 January 2021)
Member of the Management Board of UNIQA Österreich Versicherungen AG, Vienna	as at 31 December 2020:
Member of the Management Board of UNIQA International AG, Vienna (until 8 December 2020)	9,371 shares
Member of the Supervisory Board of UNIQA Asigurari S.A., Bucharest (until 14 October 2020)
Member of the Supervisory Board of UNIQA Asigurari de Viata S.A., Bucharest (until 12 October 2020)
Member of the Supervisory Board of UNIQA Towarzystwo Ubezpieczen´ S.A., Warsaw
Member of the Supervisory Board of AXA Ubezpieczenia Towarzystwo Ubezpieczen´ i Reasekuracji S.A., Warsaw
(since 15 October 2020)
Member of the Supervisory Board of UNIQA Biztosító Zrt., Budapest
Member of the Supervisory Board of UNIQA pojišt´ovna, a.s., Prague
Member of the Supervisory Board of AXA životní pojišt´ovna a.s., Prague (since 15 March 2021)
Member of the Supervisory Board of AXA pojišt´ovna a.s., Prague (since 15 March 2021)
Chairman of the Supervisory Board of UNIQA Group Service Center Slovakia, spol. s r.o., Nitra
Chairman of the Supervisory Board of sTech d.o.o., Belgrade

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CORPORATE GOVERNANCE / ­Corporate Governance Report

Members of the Management Board

		Supervisory Board appointments or compa-
		rable functions in other domestic and foreign
		companies not included in the consolidated
Name	Responsible for	financial statements
Klaus Pekarek, Customers & Markets	Product Service, Sales Service,
Bancassurance Austria	Sales Management
* 1956, appointed 1 July 2020 until 30 June 2022
Kurt Svoboda, Finance & Risk Management	Legal & Compliance, Investor Relations,	Member of the Supervisory Board of Wiener
* 1967, appointed 1 July 2011 until 30 June 2024	Controlling, Finance & Accounting, Actuarial	Börse AG, Vienna
	Services, Risk Management, Regulatory Affairs,
	Reinsurance, Auditing

The work of the Management Board

The work of the members of the Management Board of UNIQA Insurance Group AG is regulated by the rules of procedure. The allocation of the business responsibilities as decided by the Group Management Board is approved by the Supervisory Board. The rules of procedure govern the obligations of the members of the Management Board to provide the Supervisory Board and each other with information and approve each other's activities. The rules of procedure also specify a list of activities that require consent from the Supervisory Board. The Management Board generally holds weekly meetings in which the members of the Management Board report on the current course of business, determine what steps should be taken and make strategic corporate decisions. In addition, there is a continuous exchange of information between the members of the Management Board regarding relevant activities and events.

From 1 January 2020, all members of the Management Boards of UNIQA Österreich Versicherungen AG and UNIQA International AG participated in the meetings of UNIQA Insurance Group AG with an advisory vote (Group Executive Board). Since 1 July 2020, the meetings of the Management Boards of UNIQA Insurance Group AG and UNIQA Österreich Versicherungen AG, which are composed of the same people, have been held as joint sessions.

The Management Board informs the Supervisory Board at regular intervals, in a timely and comprehensive manner, about all relevant questions of business development, including the risk situation and the risk management of the Group. In addition, the Chairman of the Supervisory Board is in regular contact with the CEO to discuss the company's strategy, business performance and risk management.

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