Annual Financial Statements 2011 of Bank Austria

Consolidated Financial Statements in accordance with IFRSs
regard to “262 Savings Law”. The Audit Committee carried out
detailed analyses of the Corporate Governance reports, of various
extensive compliance-related topics and of a report on the implementation
of CEE Credit Risk Policies. Intensive deliberations focused on
the management letter of the auditors including the subsequent status
report on measures taken in this connection, and on the remuneration
of the auditors and their engagement letter.
The Strategy and Nominations Committee dealt with the preparation
of appointments to the Management Board.
Management Board
In the 2011 financial year, Federico Ghizzoni resigned from the Management
Board with effect from 21 January 2011 and Carlo Vivaldi resigned
from the Management Board with effect from 31 January 2011. Gianni
Franco Papa was appointed to the Management Board, and as Deputy
Chairman of the Management Board, with effect from 22 January 2011,
and Francesco Giordano was appointed to the Management Board with
effect from 1 February 2011. Jürgen Danzmayr and Helmut Bernkopf
resigned from the Management Board with effect from 30 June 2011
and 31 July 2011, respectively. Dieter Hengl was appointed to the Management
Board with effect from 1 August 2011 and Robert Zadrazil was
appointed to the Management Board with effect from 1 October 2011.
Supervisory Board
Paolo Fiorentino was elected Chairman of the Supervisory Board on
21 January 2011, succeeding Alessandro Profumo, who resigned from
the Supervisory Board with effect from 21 September 2010. Karl Guha
was elected to the Supervisory Board at the Extraordinary General
Meeting on 19 January 2011 and Jean Pierre Mustier was elected to
the Supervisory Board at the Annual General Meeting on 20 April
2011. At the Supervisory Board meeting on 2 November 2011 the
Chairman of the Supervisory Board resigned from this function,
Erich Hampel was elected Chairman of the Supervisory Board and Paolo
Fiorentino was elected Deputy Chairman of the Supervisory Board.
Details of the composition of the Supervisory Board and the Supervisory
Board Committees in the past financial year are given in the
section “Supervisory Board and Management Board of UniCredit
Bank Austria AG” of the Annual Report.
Separate financial statements and
consolidated financial statements
The accounting records, the 2011 separate financial statements and
the management report were audited by the Auditing Board of the Austrian
Savings Bank Auditing Association and by KPMG Austria GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft. As the audit did
not give rise to any objections and the legal requirements were fully
complied with, the auditors’ report was expressed without qualification.
The Supervisory Board endorsed the findings of the audit, agreed
with the separate financial statements and management report,
including the proposal for the appropriation of profits, presented
by the Management Board, and approved the 2011 separate
financial statements, which were thereby adopted pursuant to
Section 96 (4) of the Austrian Joint Stock Companies Act.
The compliance review of the Corporate Governance Report pursuant
to Section 243b of the Austrian Business Code was performed
by Univ. Prof. DDr. Waldemar Jud Corporate Governance
Forschung CGF GmbH and has not given rise to any major objections
in its final findings.
The 2011 consolidated financial statements were audited by the
Auditing Board of the Savings Bank Auditing Association and by
KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft
for consistency with International Financial
Reporting Standards (IFRSs) published by the International
Accounting Standards Board as adopted by the European Union,
and the management report of the Group was audited for consistency
with the Austrian Business Code. The audit did not give rise
to any objections and the legal requirements were fully complied
with. In the opinion of the auditors, the consolidated financial
statements give a true and fair view of the financial position of
the Group as at 31 December 2011, and of the results of the
Group’s operations and its cash flows for the financial year beginning
on 1 January 2011 and ending on 31 December 2011, in
accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
The auditors certified that the management report of the Group
was consistent with the consolidated financial statements, and
that the legal requirements for exemption from the obligation to
prepare also separate consolidated financial statements pursuant
to Austrian law were met, and they expressed their unqualified
opinion.
The Supervisory Board has endorsed the findings of the audit.
A word of thanks
The Supervisory Board thanks the Management Board members,
the Employees’ Council, and all employees for their commitment
in the challenging 2011 financial year. With their strong dedication
they made a decisive contribution to the bank’s favourable
performance.
Vienna, 23 March 2012
The Supervisory Board
Erich Hampel
Chairman of the Supervisory Board
Bank Austria · Annual Financial Statements 2011
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