Annual Financial Statements 2011 of Bank Austria
Annual Financial Statements 2011 of Bank Austria
Annual Financial Statements 2011 of Bank Austria
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Consolidated <strong>Financial</strong> <strong>Statements</strong> in accordance with IFRSs<br />
E – Risk report (CoNTINuED)<br />
Information and communication<br />
Management regularly updates rules and regulations for financial reporting and communicates them to all employees concerned.<br />
Moreover, regular discussions on financial reporting and on the rules and regulations applicable in this context take place in various bodies and are<br />
repeatedly communicated to UniCredit <strong>Bank</strong> <strong>Austria</strong> AG. Employees in <strong>Financial</strong> Accounting receive regular training in new methods <strong>of</strong> international<br />
financial reporting in order to identify risks <strong>of</strong> unintended misreporting at an early stage.<br />
To perform monitoring and control functions with a view to proper financial accounting and reporting, extensive financial information is made available<br />
at key levels <strong>of</strong> the bank. Relevant information is not only provided to the Supervisory Board and the Management Board, middle management levels<br />
also receive detailed reports.<br />
Monitoring<br />
As part <strong>of</strong> the implementation <strong>of</strong> the internal control system pursuant to the “262 Savings Law”, instruments were introduced to monitor the effectiveness<br />
<strong>of</strong> controls. In connection with the compulsory half-yearly certification process for the preparation <strong>of</strong> the management report, the persons having<br />
process responsibility are required to carry out effectiveness tests to check the effectiveness <strong>of</strong> controls. It must be ascertained whether the controls<br />
work according to their design and whether the persons who perform controls have the competence/authority and qualifications required to perform<br />
the controls effectively.<br />
All persons having process responsibility confirm by means <strong>of</strong> certification that their processes are adequately documented, risks have been identified<br />
and controls have been evaluated with a view to deriving measures to minimise risk.<br />
The results <strong>of</strong> these monitoring activities are contained in a management report which is based on the certifications provided to the respective chief<br />
financial <strong>of</strong>ficer by all persons having process responsibility and issued on a half-yearly basis. The Chief <strong>Financial</strong> Officer <strong>of</strong> UniCredit <strong>Bank</strong> <strong>Austria</strong> AG<br />
receives the certifications by the chief financial <strong>of</strong>ficers <strong>of</strong> the subsidiaries covered by the process in accordance with the group <strong>of</strong> consolidated<br />
companies, and provides the Holding Company and the public with confirmation <strong>of</strong> the reliability and effectiveness <strong>of</strong> the internal control system in the<br />
context <strong>of</strong> the financial statements for the first six months and the annual financial statements.<br />
E.12 – Information on the squeeze-out pursuant to the <strong>Austria</strong>n Federal Act<br />
on the Squeeze-out <strong>of</strong> Minority Shareholders (Gesellschafterausschlussgesetz)<br />
<strong>of</strong> the holders <strong>of</strong> bearer shares in uniCredit <strong>Bank</strong> <strong>Austria</strong> AG<br />
The company’s <strong>Annual</strong> General Meeting on 3 May 2007 adopted a resolution concerning the planned squeeze-out. The legal actions for rescission and<br />
declaration <strong>of</strong> nullity brought against various resolutions adopted at the <strong>Annual</strong> General Meeting on 3 May 2007 were terminated in spring 2008. The<br />
squeeze-out was entered in the Register <strong>of</strong> Firms on 21 May 2008. After that date, former minority shareholders initiated proceedings for a review <strong>of</strong><br />
the cash compensation <strong>of</strong>fered by UniCredit. An expert has been appointed in these proceedings to review the amount <strong>of</strong> the cash compensation paid;<br />
the expert report is now available and essentially confirms the adequacy <strong>of</strong> the cash compensation paid in connection with the squeeze-out. A decision<br />
by the court <strong>of</strong> first instance in this case is not yet available.<br />
<strong>Bank</strong> <strong>Austria</strong> · <strong>Annual</strong> <strong>Financial</strong> <strong>Statements</strong> <strong>2011</strong><br />
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