Disclosure Requirement related to ESRS 2 GOV-1 – The role of the administrative, supervisory and management bodies
The role of the management bodies in VIG companies is to make provisions in the day-to-day management of the respective companies that ensure compliance with the applicable regulatory and internal requirements (see chapter ESRS 2 SBM-1 “Strategy, business model and value chain”). This also includes the topic of business practices. For example, the VIG Code of Business Ethics was rolled out across the Group and implemented in all (re-)insurance companies, asset management companies and pension funds of VIG, as well as, on the basis of a risk-based approach, in non-insurance companies. This implementation in (re-)insurance companies, asset management companies and pension funds required the approval of the respective management body. The same applies to the VIG Group Policy Compliance Management System, which provides for the implementation of a local compliance management system in the aforementioned Group companies. This also includes the appointment of a compliance representative.
The role of the supervisory bodies in VIG companies is to supervise the company management in all matters concerning business operations. This includes compliance with the applicable regulatory requirements, including with regard to business practices. In some VIG companies, the implementation of internal corporate guidelines requires the approval of the Supervisory Board. In addition, several companies provide for annual reports by the compliance representative to the supervisory body.
VIG Holding is committed to applying and complying with the Austrian Code of Corporate Governance (ÖCGK). The Austrian Code of Corporate Governance was introduced in 2002 and is regularly updated according to legislation and new market standards. It is the standard for proper corporate governance and control in Austria. VIG Holding publishes an annual report on its website. The members of the management and supervisory bodies of those Group companies that are subject to supervision by the respective local financial market supervisory authorities must comply with strict regulations regarding their professional qualifications and personal reliability (“Fit & Proper” requirements). This includes the topic of business practices. Compliance with these requirements is additionally checked by the respective supervisory authorities upon appointment and, if necessary, also during the ongoing exercise of the function. When selecting members of the management and supervisory bodies of the Group companies, VIG applies correspondingly high standards of professional qualification and personal reliability. Their previous professional experience and knowledge as well as their personal suitability are carefully checked during the selection process. In addition, before external candidates are appointed, Compliance (incl. AML) performs a background check with regard to sanctions, convictions and negative media reporting. The results of this check are included in the overall assessment.