Corporate governance report

The Austrian Code of Corporate Governance was introduced in 2002 and is regularly updated according to legislation and current trends. It is the standard for proper corporate governance and control in Austria. Provisions of the Code contribute to strengthening the trust in the Austrian capital market. The reports that companies are required to publish on compliance with these provisions require a high level of transparency.

VIG Holding is committed to application and compliance with the January 2021 version of the Austrian Code of Corporate Governance. § 243c UGB and § 267b UGB (Consolidated Corporate Governance Report) were also applied when preparing this consolidated corporate governance report.

The Austrian Code of Corporate Governance is available to the public both on the VIG Insurance Group website at https://vig.com/corporate-governance-vig and the website of the Austrian Working Group for Corporate Governance at www.corporate-governance.at.

VIG Holding sees corporate governance as a continuously changing process that responds to new conditions and current trends for the benefit of the Group and 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 Managing Board, Supervisory Board and employees consider observance of and compliance with the rules of the Austrian Code of Corporate Governance to be highly important for the practical implementation of corporate governance. All information concerning their composition and work procedures is presented below.

The rules of the Austrian Code of Corporate Governance are divided into the following three categories:

• Rules based on mandatory legal requirements (“Legal Requirements”)
• 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”)
• Non-compliance with rules which are merely recommendations do not need to be disclosed or explained (“Recommendations”)

VIG Holding complies with the rules of the Austrian Code of Corporate Governance. 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 2021, 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 around 50 insurance companies in 30 countries. This makes it possible to include additional expertise with respect to the internationality and further growth of the VIG Group, including in response to increasing regulatory requirements.

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: Ray Sigorta (Turkey) and Makedonija Osiguruvanje (North Macedonia). The corporate governance reports are available on the respective company websites: https://www.raysigorta.com.tr/en/about-us/investor-relations, https://www.insumak.mk/za-nas/finansiski-izveshtai/ (as an integral part of the annual report). Reference is made to the information in this regard.

The shareholder structure of VIG Holding can be viewed at the following link: www.vig.com/shareholder-structure.