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Report of the Supervisory Board
In 2005, the Supervisory Board of Bank Austria Creditanstalt AG performed all its duties as defined by the law and the bye-laws
with due regard to the Austrian Code of Corporate Governance, and held five meetings. In addition, in four cases, resolutions
were passed by written circular votes. The credit committee of the Supervisory Board held five meetings during the reporting
period, and additionally passed resolutions by written circular votes in five cases. The committee for the audit, and the preparation
of the adoption, of the financial statements, the proposal for the appropriation of profits and the management report, held
one meeting.
Focus of activity
The Managing Board regularly informed the Supervisory Board of the progress and status of the company on a timely basis and in
a comprehensive manner. In this context, special mention should be made of information regarding the new internal service regulations,
the legal framework under Croatian cartel law in connection with HVB Splitska banka, and the regulatory situation in Poland
in connection with Bank BPH. The Supervisory Board took note of the statement made by the Managing Board pursuant to Section
14 of the Austrian Takeover Act on UniCredit’s takeover bid, and discussed in detail topics related to the entry into UniCredit
Group. In its work the Supervisory Board also took into account the bank’s results and the main issues dealt with by the Supervisory
Board committees. Transactions requiring approval by the Supervisory Board, in particular transactions concerning equity interests,
were evaluated in detail before resolutions were passed. Resolutions adopted on the basis of the Supervisory Board’s own
approval authority included changes in the internal rules of the Supervisory Board, of the credit committee and of the Managing
Board, including the distribution of responsibilities. The credit committee took decisions on loan exposures requiring its approval
and discussed portfolio and risk reports. The credit committee also dealt with large exposures pursuant to Section 27 of the Austrian
Banking Act, including resolutions concerning credit lines, with the structure of the loan portfolio and with risk policy principles.
Board members
In the reporting period, Gerhard Randa and Stefan Jentzsch resigned from the Supervisory Board with effect from 19 May 2005 and 6
December 2005, respectively. At the Annual General Meeting held on 19 May 2005, Michael Kemmer was elected as a new member
of the Supervisory Board. At the constituent meeting of the Supervisory Board held on 19 May 2005 immediately after the Annual
General Meeting, Michael Mendel was elected Chairman of the Supervisory Board and as a new member of the strategy committee
and of the committee for the audit of the financial statements and for the preparation of their adoption, in both cases as chairman. At
the same meeting, Michael Kemmer was elected chairman of the credit committee, replacing Michael Mendel who continued to be a
member of the committee. With effect from 20 April 2005, Emmerich Perl was delegated to the Supervisory Board by the Employees’
Council, replacing Heribert Kruschik. The Deputy Chairman of the Managing Board, Wolfgang Haller, resigned from the Managing
Board with effect from 5 September 2005. Erich Hampel, Chief Executive Officer, temporarily assumed his functions.
After the end of the reporting period, Michael Mendel and Michael Kemmer resigned from the Supervisory Board with effect
from the end of the Extraordinary Meeting of Shareholders on 25 January 2006. With effect from the same date, Alessandro Profumo,
Carlo Salvatori and Sergio Ermotti were elected as new members of the Supervisory Board. At the extraordinary meeting of
the Supervisory Board on 25 January 2006, Carlo Salvatori was elected Chairman of the Supervisory Board. Carlo Salvatori, Franz
Rauch and Wolfgang Sprissler were elected as new members of the credit committee, and Carlo Salvatori was elected chairman
of the credit committee. Alessandro Profumo and Carlo Salvatori were elected as new members of the strategy committee, and
Carlo Salvatori was elected as chairman of the strategy committee. Carlo Salvatori was elected as a new member and as chairman
of the audit committee. Alberto Crippa resigned from the Supervisory Board after the Extraordinary Meeting of Shareholders with
effect from 25 January 2006. As Wolfgang Lang resigned from the Supervisory Board, Heribert Kruschik was again delegated to
the Supervisory Board in accordance with a decision by the Employees’ Council with effect from 1 January 2006. At the extraordinary
meeting of the Supervisory Board held on 25 January 2006, Robert Zadrazil was appointed to the Managing Board.
174 Report of the Supervisory Board