At its meeting on 26 March 2009, the Supervisory Board of UNIQA Insurance Group AG decided upon the following guidelines for the independence of Supervisory Board members (in accordance with rule 53 of the Austrian Code of Corporate Governance).
A member of the Supervisory Board shall be deemed independent if said member does not have any business or personal relationships with the company or its Management Board that constitute a material conflict of interests and are therefore capable of influencing the actions of the member.
Further criteria for the independence of Supervisory Board members are as follows:
- The Supervisory Board member shall not have served as a member of the Management Board or as a management-level employee of the company or one of its subsidiaries within the past five years.
- The Supervisory Board member shall not maintain or have maintained in the past year any business relationship with the company or one of its subsidiaries to an extent of significance for the member. This shall also apply to business relationships with companies in which the Supervisory Board member has a significant economic interest, but shall not apply for the exercise of executive functions in the Group.
- The Supervisory Board member shall not have acted as auditor of the company or have owned shares in the auditing company or have worked there as an employee within the past three years.
- The Supervisory Board member shall not be a member of the management board of another company in which a member of the Management Board is a Supervisory Board member unless one of the companies is affiliated with the other by membership of the Group or holds shares in the other company.
- The Supervisory Board member shall not remain on the Supervisory Board for more than 15 years. This shall not apply to Supervisory Board members who are shareholders with a direct investment in the company or who represent the interests of such a shareholder.
- The Supervisory Board member shall not be a close relation (direct offspring, spouse, life partner, parent, aunt, uncle, sibling, niece, nephew) of any member of the Management Board or of persons who hold one of the aforementioned positions.