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Erste Bank JPMorgan Merrill Lynch International

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The Managing Board is comprised of the following individuals:<br />

Chairman:<br />

Dr. Günter Geyer<br />

General Manager, Chairman of the Managing Board<br />

Member of the Managing Board since 1988<br />

Members:<br />

Dkfm. Karl Fink<br />

Deputy General Manager<br />

Member of the Managing Board since 1987<br />

Mag. Christian Brandstetter<br />

Member of the Managing Board since 2003<br />

(until 31 December 2006)<br />

Dr. Rudolf Ertl<br />

Member of the Managing Board since 2001<br />

Dr. Peter Hagen<br />

Member of the Managing Board since 2004<br />

Ing. Mag. Robert Lasshofer<br />

Member of the Managing Board since 1999<br />

Dr. Martin Simhandl<br />

Member of the Managing Board since 2004<br />

There were no loans outstanding to Managing Board members as of 31 December 2006.<br />

No guarantees existed for Managing Board members as of 31 December 2006.<br />

Compensation plan for Managing Board members:<br />

The earnings of Managing Board members are comprised of a fixed (approximately 60%) and a<br />

variable (approximately 40%) component.<br />

Profit participation is essentially measured in terms of the result from ordinary activities, both of<br />

the Company and the Group. There is a maximum limit on profit participation. The Managing Board<br />

does not participate in profits if the result from ordinary operations falls below certain thresholds. The<br />

standard employment agreement of a WIENER STÄDTISCHE Versicherung AG VIENNA INSURANCE<br />

GROUP Managing Board member includes a pension plan obligation which can equal at most 40% of<br />

the measurement basis if the member remains in the Managing Board until the age of 65 (the<br />

measurement basis is essentially equal to the fixed salary). The rules for Managing Board members<br />

with many years of prior employment differ in part. The rules for Managing Board members with many<br />

years of prior employment differ in that the percentage of the measurement basis based on past<br />

employment is higher (up to 55%), and increases can be awarded if the Supervisory Board would like<br />

a member to remain in the Managing Board after the age limit has been reached. A pension is<br />

received only if a Managing Board member’s position is not extended through no fault of the member,<br />

or the Managing Board member retires due to illness or age.<br />

The Managing Board agreements of WIENER STÄDTISCHE Versicherung AG VIENNA INSUR-<br />

ANCE GROUP make provision for a post-employment benefit claim, which is essentially structured<br />

according to the model of the old post-employment benefit provision in the Austrian Employee Act<br />

(Angestelltengesetz) in combination with relevant sector-specific arrangements. Under these provisions,<br />

depending on the period of service, Managing Board members can receive two to twelve<br />

months’ compensation, with an increase of 50% if the member retires or withdraws after a long-term<br />

illness. A member who withdraws of his or her own volition before retirement is possible, or withdraws<br />

due to a fault of his or her own, is not entitled to post-employment benefits.<br />

In 2006, the total expenses for post-employment benefits and pensions of EUR 22.412 million<br />

(2005: EUR 15.718 million) included post-employment benefit and pension expenses of EUR<br />

8.291 million (2005: EUR 7.732 million) for Managing Board members and senior management<br />

according to § 80 (1) of the Austrian Stock Corporation Act (AktG).<br />

F-152

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