Supervisory Board

Members of the Supervisory Board

The Supervisory Board had the following twelve members as of 31 December 2024:

Rudolf Ertl

Chairman
Year of birth: 1946
Date first appointed: 2014
End of current term of office: 2028

Rudolf Ertl is Doctor of Laws and has been with the Group since 1972. He was a member of the Managing Board of Wiener Städtische until the end of 2008 and a member of the Managing Board of Donau Versicherung until June 2009. He was a member of the Managing Board of Wiener Städtische Wechselseitiger Versicherungsverein until the end of 2020 and has been a member of the Supervisory Board of Wiener Städtische Wechselseitiger Versicherungsverein since January 2021. The insurance expertise and Group experience he has gained over many years, and his knowledge of the CEE region, make Rudolf Ertl a major asset to the Company as Chairman of the Supervisory Board.

Martin Simhandl

1st Deputy Chairman
Year of birth: 1961
Date first appointed: 2024
End of current term of office: 2028

Martin Simhandl began his career with the Group in 1985 in the Wiener Städtische legal department. He was head of the Affiliated companies department and coordinated the Group’s investment activities. In 2002 and 2003, Martin Simhandl was also a member of the Managing Board of InterRisk Non-Life and InterRisk Life in Germany. Martin Simhandl was a member of the Company’s Managing Board from November 2004 until 2018, with responsibility for accounting, asset management and risk management, among other things. As a lawyer, he supported VIG’s expansion into the CEE region from the very beginning and held Supervisory Board positions in the Czech Republic, Slovakia, Hungary, Romania, Croatia and Poland, among others. Martin Simhandl is currently a member of the Supervisory Board of Wiener Städtische Versicherungsverein.

Robert Lasshofer

2nd Deputy Chairman
Year of birth: 1957
Date first appointed: 2021
End of current term of office: 2028

Robert Lasshofer has decades of top experience in the insurance industry. Robert Lasshofer has been General Manager and Chairman of the Managing Board of Wiener Städtische Wechselseitiger Versicherungsverein since 2021. He was General Manager and Chairman of the Managing Board of Wiener Städtische until the end of 2020. He has a degree in economics and was president of the Austrian Insurance Association (VVO) until the end of 2022.

Martina Dobringer

Year of birth: 1947
Date first appointed: 2011
End of current term of office: 2028

Martina Dobringer held various management positions in the Coface group starting in 1989 and brings her extensive knowledge of the international insurance industry with her. As Chairwoman of the Managing Board of Coface Central Europe Holding AG, she laid the cornerstone for Coface’s successful expansion into this region. From 2001 to 2011, she was General Manager and Chairwoman of the Managing Board of Coface Austria Holding AG. In 2011, she was awarded the Grand Decoration of Honour in Silver for Services to the Republic of Austria, and in 2006 she became the first Austrian businesswoman to receive the highest French honour (“Chevalier dans l’ordre de la Légion”).

András Kozma

Year of birth: 1968
Date first appointed: 2022
End of current term of office: 2028

Following his business administration studies in Budapest and Vienna, András Kozma worked in various roles in the financial services sector, including Head of Financing at Hypovereinsbank Hungary (now Unicredit Bank), member of the Managing Board at Euler Hermes Hitelbiztosító Hungary (now Allianz Trade) and Chairman of the Managing Board at Commerzbank Hungary. András Kozma has been a member of the Managing Board of the German-Hungarian Chamber of Industry and Commerce since 2008 and is also a member of the Supervisory Board of the Credit Management Association in Hungary. Since 2015, he has owned various private companies in the financial consultancy sector.

Vratislav Kulhánek

Year of birth: 1943
Date first appointed: 2024
End of current term of office: 2028

Vratislav Kulhánek studied economics in Prague. His career has revolved around the automotive industry. His previous roles include Chairman of the Managing Board and Chairman of the Supervisory Board of Škoda – Auto, a.s., member of the Executive Board of the International Chamber of Commerce (ICC, Paris), President of the Association of the Automotive Industry and Vice President of the Confederation of Industry of the Czech Republic.

Hana Machačová

Year of birth: 1953
Date first appointed: 2024
End of current term of office: 2028

Hana Machačová has been managing the sales activities of KOOPERATIVA poisťovňa for over 20 years, the majority of that time as a member of the Managing Board. During that time, she has played a significant role in doubling the company’s market share to around 25%. As a lawyer, she also manages social projects in the KOOPERATIVA Foundation, which is one of the most renowned foundations in the Czech Republic.

Peter Mihók

Year of birth: 1948
Date first appointed: 2019
End of current term of office: 2028

Since 1992, Peter Mihók has been Chairman of the Slovakian Chamber of Trade and Industry, Honorary Chair of the World Chambers Federation of the International Chamber of Commerce in Paris and member of the Managing Board of Eurochambres in Brussels, among other things. He studied at the University of Economics in Bratislava and received a Ph.D. degree in the area of East-West economic relations and an honorary doctorate from the University of Economics in Bratislava. In addition to numerous other awards, he received the Grand Decoration of Honour in Gold for Services Rendered to the Republic of Austria in 2013 from Heinz Fischer, the President of Austria at that time.

Katarína Slezáková

Year of birth: 1976
Date first appointed: 2020
End of current term of office: 2028

Katarína Slezáková graduated from the Faculty of Business Management at the University of Economics in Bratislava and has many years of experience in marketing and communications for technology and industrial companies (e.g. Siemens IT Solutions and Services Slovakia, Siemens s.r.o. Slovakia, Siemens AG Österreich, Medirex a.s.). Katarína Slezáková is currently the Head of Marketing for CzechToll and SkyToll, two companies in the Czech Republic and Slovakia that are leaders in the area of intelligent transport information systems.

Ágnes Svoób

Year of birth: 1987
Date first appointed: 2024
End of current term of office: 2028

Ágnes Svoób has been working in the financial sector since the beginning of her career and is currently Managing Director of Equilor Befektetési Zrt., one of Hungary’s leading corporate finance companies. The Hungarian native has extensive expertise in the areas of private equity and capital market transactions, among other things. She has successfully handled major corporate acquisitions and already held a Supervisory Board position at the Hungarian VIG company Union Biztosító.

Peter Thirring

Year of birth: 1957
Date first appointed: 2023
End of current term of office: 2028

Peter Thirring studied law at the University of Vienna. He has used his more than 30 years of insurance experience in the Generali insurance group. He had been General Manager of Donau Versicherung from March 2016 to the end of June 2018 and member of the Managing Board of VIG Holding from 1 July 2018 to 30 June 2023. Peter Thirring has been Deputy Chairman of the Managing Board of Wiener Städtische Wechselseitiger Versicherungsverein since 2023.

Gertrude Tumpel-Gugerell

Year of birth: 1952
Date first appointed: 2012
End of current term of office: 2028

Gertrude Tumpel-Gugerell was Vice Governor of the National Bank of Austria (OeNB) from 1998 to 2003 and member of the Board of Directors from 1997 to 2003. She also has many years of international experience, at the European level in particular. She was the Austrian Vice Governor to the International Monetary Fund and a member of the Economic and Financial Committee – the most important economic policy advisory committee of the European Union. Gertrude Tumpel-Gugerell was responsible for the Economics and Financial Markets divisions at the National Bank of Austria. From 2003 to 2011, she was a member of the Executive Board of the European Central Bank.

The curricula vitae of the members of the Supervisory Board are available on the website at group.vig/supervisory-board.

Changes during the financial year

Günter Geyer, Zsuzsanna Eifert, Gabriele Semmelrock-Werzer and Gerhard Fabisch resigned from the Supervisory Board after their term of office ended on 24 May 2024. Vratislav Kulhánek, Hana Machačová, Martin Simhandl and Ágnes Svoób were elected as members of the Supervisory Board at the Annual General Meeting on 24 May 2024.

In 2024, the Supervisory Board elected Rudolf Ertl as Chairman of the Supervisory Board for the term of office until 30 June 2025. Peter Thirring was elected Chairman of the Supervisory Board for the remainder of the term of office from 1 July 2025 until the Annual General Meeting that will decide on the discharge for the 2027 financial year. Martin Simhandl was elected 1^st Deputy Chairman of the Supervisory Board for the full term of office until the Annual General Meeting that will decide on the discharge for the 2027 financial year, and Robert Lasshofer was re-elected 2^nd Deputy Chairman of the Supervisory Board.

Supervisory Board independence

In accordance with Rule 53 of the Austrian Code of Corporate Governance, the Supervisory Board of VIG Holding has established the following criteria defining independence:

• The Supervisory Board member has not been a member of the Managing Board of the Company or of an insurance company, a pension fund or an asset management company of VIG Group in the last five years.
• The Supervisory Board member does not have a business relationship with the Company or a subsidiary of the Company that is of such significant scope for the Supervisory Board member that it affects their activities on the Supervisory Board to the detriment of the Company. This also applies to business relationships with companies in which the Supervisory Board member has a considerable economic interest. The approval of individual transactions by the Supervisory Board in accordance with § 95 (5) (12) of the Austrian Stock Corporation Act (AktG) or § 15 (2) (l) of the Articles of Association does not automatically lead to a classification of non-independence. For the purpose of clarification, it is expressly noted that purchase or existence of insurance policies with the Company has no adverse effect on independence.
• The Supervisory Board member has not been an auditor of the Company’s financial statements, or held an ownership interest in or been an employee of the auditing company executing such audits in the last three years.
• The Supervisory Board member is not a member of the Managing Board of another company that has a member of the Company’s Managing Board on its Supervisory Board.
• The Supervisory Board member is not a close family member (direct descendant, spouse, partner, parent, uncle, aunt, brother, sister, niece, nephew) of a member of the Managing Board or individuals holding one of the positions described above.

Each member of the Supervisory Board has declared whether they can be considered independent based on the criteria specified by the Supervisory Board. Robert Lasshofer, Peter Mihók and Peter Thirring have each stated that they are not independent based on the independence criteria specified by the Supervisory Board. All other Supervisory Board members were independent based on the criteria indicated. No Supervisory Board member holds more than 10% of the Company’s shares.

The following Supervisory Board members exercised supervisory mandates or comparable positions in other non-Group Austrian or foreign listed companies as of 31 December 2024:

Robert Lasshofer
AT & S Austria Technologie & Systemtechnik Aktiengesellschaft

Gertrude Tumpel-Gugerell
AT & S Austria Technologie & Systemtechnik Aktiengesellschaft and Commerzbank AG

Supervisory Board Committees

Committee for Urgent Matters (Working Committee)

The Committee for Urgent Matters (Working Committee) decides on matters that require approval of the Supervisory Board, but cannot be deferred to the next ordinary Supervisory Board meeting because of particular urgency.

Rudolf Ertl (Chairman)
Robert Lasshofer
Martin Simhandl

If one of the members is unable to attend, Gertrude Tumpel-Gugerell will also attend this meeting and if an additional member is unable to attend, Martina Dobringer will also attend the meeting.

Audit Committee (Accounts Committee)

The Audit Committee (Accounts Committee) is responsible for the duties assigned to it by law and is, in particular, responsible for the duties assigned in § 92 (4a)(4) of the Austrian Stock Corporation Act (AktG), § 123 (9) of the Austrian Insurance Supervision Act (VAG) and Regulation (EU) No. 537/2014, namely:

1. to monitor the accounting process and provide recommendations or suggestions to ensure its reliability;
2. to monitor the effectiveness of the Company’s internal control system and the internal audit function and risk management system;
3. to monitor the audit of the financial statements and consolidated financial statements taking into account findings and conclusions in reports published by the supervisory authority for financial statement auditors in accordance with § 4 (2)(12) of the Austrian Auditor Supervision Act (APAG);
4. to check and monitor the independence of the financial statements auditor (consolidated financial statements auditor), in particular with respect to the additional services provided for the audited company; Art. 5 of Regulation (EU) No. 537/2014 and § 271a (6) UGB apply;
5. to report the results of the financial statement audit to the Supervisory Board and explain how the financial statement audit has contributed to the reliability of the financial reports and the role of the Audit Committee in this;
6. to audit the annual financial statements and prepare their approval, examine the proposal for appropriation of profits, the management report, the solvency and financial condition report and corporate governance report, and present a report on the results of the audit to the Supervisory Board;
7. to audit the consolidated financial statements and Group management report, the solvency and financial condition report at Group level and the corporate governance report at consolidated level, and report the results of the audit to the Supervisory Board;
8. to perform the procedure to elect the financial statements auditor (consolidated financial statements auditor) taking into account the appropriateness of the fees in accordance with Art. 4 of Regulation (EU) No. 537/2014 and the rotation periods in Art. 17 of Regulation (EU) No. 537/2014, and recommend appointment of a financial statements auditor (consolidated financial statements auditor) to the Supervisory Board in accordance with Art. 16 of Regulation (EU) No. 537/2014.

Furthermore, the Audit Committee (Accounts Committee) specifies how the two-way communication between the (consolidated) financial statements auditor and the Audit Committee (Accounts Committee) has to take place, while making provision for exchanges to take place between the Audit Committee (Accounts Committee) and the (consolidated) financial statements auditor without the presence of the Managing Board.

Members of the Audit Committee are experienced financial experts with knowledge and practical experience in finance, accounting and reporting that satisfy the requirements of the Company.

Chairwoman:
Gertrude Tumpel-Gugerell

Deputy Chairwoman:
Martina Dobringer

Other members:
Rudolf Ertl
András Kozma
Robert Lasshofer
Peter Mihók
Martin Simhandl
Katarína Slezáková
Ágnes Svoób

If one of the members is unable to attend, Hana Machačová will also attend this meeting and if an additional member is unable to attend, Vratislav Kulhánek will also attend the meeting. If Gertrude Tumpel-Gugerell is unable to attend, the meeting will be chaired by Martina Dobringer.

Committee for Managing Board Matters (Personnel Committee)

The Committee for Managing Board Matters (Personnel Committee) deals with personnel matters of the Managing Board. The Committee for Managing Board Matters therefore decides on employment contract terms with members of the Managing Board and their remuneration and examines remuneration policies at regular intervals.

Rudolf Ertl (Chairman)
Robert Lasshofer
Martin Simhandl

Strategy Committee

The Strategy Committee cooperates with the Managing Board and, when appropriate, with experts that it consults in order to prepare fundamental decisions that will subsequently be decided upon by the entire Supervisory Board.

Rudolf Ertl (Chairman)
András Kozma
Robert Lasshofer
Peter Mihók
Martin Simhandl

If one of the members is unable to attend, Gertrude Tumpel-Gugerell will also attend this meeting and if an additional member is unable to attend, Martina Dobringer will also attend the meeting.

Nomination Committee

The Nomination Committee submits proposals to the Supervisory Board for filling positions that become available on the Managing Board and handles issues of successor planning.

Rudolf Ertl (Chairman)
Martina Dobringer
Robert Lasshofer
Peter Mihók
Martin Simhandl
Gertrude Tumpel-Gugerell

Gerhard Fabisch and Gabriele Semmelrock-Werzer, members of the Supervisory Board in 2024 until 24 May 2024, are members of the managing boards of companies with which distribution agreements are in place at terms that are customary for the market and industry. The Company did not enter into any other agreements with Supervisory Board members in 2024 that would have required the approval of the Supervisory Board.

Number of Meetings of the Supervisory Board and its Committees in the Financial Year 2024

One Annual General Meeting and seven Supervisory Board meetings distributed across the financial year were held in 2024. Furthermore, four meetings of the Audit Committee (Accounts Committee) were held and one resolution of the Audit Committee was adopted by written circulation. The annual financial statements and consolidated financial statements auditor, KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft (KPMG), attended four Audit Committee meetings and four Supervisory Board meetings in 2024, including the Supervisory Board meeting that addressed the audit of the 2023 annual financial statements and the 2023 consolidated financial statements as well as formal approval of the 2023 annual financial statements, and also attended the Annual General Meeting.

Three meetings of the Committee for Managing Board Matters (Personnel Committee) were held in 2024. The Committee for Urgent Matters (Working Committee) adopted one resolution by written circulation in 2024. The Nomination Committee met once in 2024. The Strategy Committee did not meet in 2024. Strategic matters were handled by the Supervisory Board as a whole. Gertrude Tumpel-Gugerell did not attend at more than half of the Supervisory Board meetings in person. No further members of the Supervisory Board attended less than half of the Supervisory Board meetings.

The table below shows the meeting attendance of the ordinary members: